-----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, AqWdUytF5aav+pQ2TxC6+Queg793NWDGHSU0L8aUcqvnDjnbcF5LgWONAc68kWTr 3HOFDx3RA8OaR2k2Iwagkg== /in/edgar/work/20000605/0000950130-00-003262/0000950130-00-003262.txt : 20000919 0000950130-00-003262.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950130-00-003262 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH PIERCE FENNER & SMITH INC CENTRAL INDEX KEY: 0000728612 STANDARD INDUSTRIAL CLASSIFICATION: [6189 ] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-36480 FILM NUMBER: 648870 BUSINESS ADDRESS: STREET 1: NORTH TOWER WORLD FINANCIAL CENTER STREET 2: NORTH TOWER WORLD FINANCIAL CENTER 5TH F CITY: NEW YORK STATE: NY ZIP: 10281-1323 BUSINESS PHONE: 2124496202 MAIL ADDRESS: STREET 1: WORLD FINANCIAL CENTER STREET 2: NORTH TOWER 23RD FL CITY: NEW YORK STATE: NY ZIP: 10281-1323 S-1/A 1 0001.txt AMENDMENT #2 TO FORM S-1 As filed with the Securities and Exchange Commission on June 2, 2000 Registration No. 333-36480 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- 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) --------------- Regional Bank HOLDRS SM Trust yet-to-be formed [Issuer with respect to the receipts] Delaware 6211 13-5674085 (State or other (Primary Standard (I.R.S. Employer jurisdiction Industrial Identification Number) of incorporation or Classification Code organization) Number) --------------- 250 Vesey Street New York, New York 10281 (212) 449-1000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------- Andrea L. Dulberg, Esq. Copies to: Corporate Secretary Andrew B. Janszky Merrill Lynch, Pierce, Fenner & Shearman & Sterling Smith Incorporated 599 Lexington Avenue 250 Vesey Street New York, New York 10022 New York, New York 10281 (212) 848-4000 (212) 449-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, please check the following box. [_] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
Proposed Proposed Maximum Title of Each Class of Amount Maximum Aggregate Amount of Securities to be to Be Offering Price Offering Registration Registered Registered Per Receipt(1) Price(1) Fee(2)(3) - ------------------------------------------------------------------------------- Regional Bank HOLDRS... 1,000,000,000 $100 $349,750,000 $92,334 receipts - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act. 2,500,000 receipts are estimated to be offered in the initial offering at $100 per receipt and 997,500,000 receipts are estimated to be offered continuously after the initial offering at $0.10 per receipt. (2) This Registration Statement also registers, where required, an indeterminate amount of securities to be sold by Merrill Lynch, Pierce, Fenner & Smith Incorporated in market-making transactions. (3) Merrill Lynch, Pierce, Fenner & Smith Incorporated previously paid this registration fee on May 5, 2000. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +The information in this prospectus is not complete and may be changed. We + +have filed a registration statement relating to these receipts with the + +Securities and Exchange Commission. We cannot sell these receipts until the + +registration statement becomes effective. This prospectus is not an offer to + +sell these receipts and we are not soliciting offers to buy these receipts in + +any state where such offer or sale is not permitted. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ Subject to Completion Preliminary Prospectus dated June 2, 2000 PROSPECTUS [HOLDRS LOGO] 1,000,000,000 Depositary Receipts Regional Bank HOLDRS SM Trust The Regional Bank HOLDRS SM Trust will issue Depositary Receipts called Regional Bank HOLDRS SM representing your undivided beneficial ownership in the U.S.-traded common stock of a group of specified companies that are involved in various segments of the regional banking industry. The Bank of New York will be the trustee. You only may acquire, hold or transfer Regional Bank HOLDRS in a round-lot amount of 100 Regional Bank HOLDRS or round-lot multiples. Regional Bank HOLDRS are separate from the underlying deposited common stocks that are represented by the Regional Bank HOLDRS. For a list of the names and the number of shares of the companies that make up a Regional Bank HOLDR, see "Highlights of Regional Bank HOLDRS--The Regional Bank HOLDRS" starting on page 10. The trust will issue the additional Regional Bank HOLDRS on a continuous basis. Investing in Regional Bank HOLDRS involves significant risks. See "Risk factors" starting on page 4. The initial public offering price for a round-lot of 100 Regional Bank HOLDRS will equal the sum of the closing market price on the primary trading market on the pricing date for each deposited share multiplied by the share amount specified in this prospectus, plus an underwriting fee. Regional Bank HOLDRS are neither interests in nor obligations of either the initial depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or The Bank of New York, as trustee. Before this issuance, there has been no public market for Regional Bank HOLDRS. Application has been made to list the Regional Bank HOLDRS on the American Stock Exchange under the symbol "RKH". ----------- 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.
Initial Price Underwriting to Public* Fee ------------- ------------ Per Regional Bank HOLDR....................... 2%
----- * Includes underwriting fee. For purchases of Regional Bank HOLDRS in excess of Regional Bank HOLDRS, the underwriting fee will be %. ----------- Merrill Lynch & Co. A.G. Edwards & Sons, Inc. ----------- The date of this prospectus is , 2000. "HOLDRS" and "HOLding Company Depositary ReceiptS" are service marks of Merrill Lynch & Co., Inc. TABLE OF CONTENTS
Page ---- Summary.................................................................... 3 Risk Factors............................................................... 4 Highlights of Regional Bank HOLDRS......................................... 9 The Trust.................................................................. 16 Description of Regional Bank HOLDRS........................................ 16 Description of the Underlying Securities................................... 17 Description of the Depositary Trust Agreement.............................. 19 Federal Income Tax Consequences............................................ 22 ERISA Considerations....................................................... 23 Plan of Distribution....................................................... 23 Legal Matters.............................................................. 24 Where You Can Find More Information........................................ 24
--------------- This prospectus contains information you should consider when making your investment decision. With respect to information about Regional Bank 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 Regional Bank HOLDRS in any jurisdiction where the offer or sale is not permitted. The Regional Bank HOLDRS are not registered for public sale outside of the United States. Non-U.S. receipt holders should consult their tax advisors regarding U.S. withholding and other taxes which may apply to ownership of the Regional Bank HOLDRS or of the underlying securities through an investment in the Regional Bank HOLDRS. 2 SUMMARY The Regional Bank HOLDRS Trust will be formed under the depositary trust agreement, dated as of May 18, 2000 among The Bank of New York, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Regional Bank HOLDRS. The trust is not a registered investment company under the Investment Company Act of 1940. The trust will hold shares of common stock issued by 20 specified companies generally considered to be involved in various segments of the regional banking industry. The number of shares of each common stock held by the trust with respect to each round-lot of Regional Bank HOLDRS is specified under "Highlights of Regional Bank HOLDRS--The Regional Bank HOLDRS." This group of common stocks is referred to as the underlying securities. Except when a reconstitution event occurs, the underlying securities will not change. Under no circumstances will a new company be added to the group of issuers of underlying securities. The trust will issue Regional Bank HOLDRS that represent your undivided beneficial ownership interest in the shares of common stock held by the trust on your behalf. The Regional Bank HOLDRS are separate from the underlying common stocks that are represented by the Regional Bank HOLDRS. 3 RISK FACTORS An investment in Regional Bank HOLDRS involves risks similar to investing in each of the underlying securities outside of the Regional Bank HOLDRS, including the risks associated with concentrated investments in regional banks. General Risk Factors . Loss of investment. Because the value of Regional Bank HOLDRS directly relates to the value of the underlying securities, you may lose all or a substantial portion of your investment in the Regional Bank HOLDRS if the underlying securities decline in value. . Discount trading price. Regional Bank HOLDRS may trade at a discount to the aggregate value of the underlying securities. . Not necessarily representative of the regional banking industry. While the underlying securities are common stocks of companies generally considered to be involved in various aspects of the regional banking industry, the underlying securities and the Regional Bank HOLDRS may not necessarily follow the price movements of the entire banking industry generally. If the underlying securities decline in value, your investment in the Regional Bank HOLDRS will decline in value even if common stock prices of companies involved in the regional banking industry generally increase in value. Furthermore, after the initial deposit, one or more of the issuers of the underlying securities may no longer be involved in the regional banking industry. In this case, the Regional Bank HOLDRS may no longer consist of securities issued only by companies involved in the regional banking industry. . No investigation of underlying securities. The underlying securities included in the Regional Bank HOLDRS were selected by Merrill Lynch, Pierce, Fenner & Smith Incorporated based on the market capitalization of issuers and the market liquidity of common stocks in the regional banking industry, without regard for the value, price performance, volatility or investment merit of the underlying securities. Consequently, the Regional Bank HOLDRS Trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and their affiliates, have not performed any investigation or review of the selected companies, including the public filings by the companies. Investors and market participants should not conclude that the inclusion of a company is any form of investment recommendation by the trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their affiliates. . Loss of diversification. As a result of industry developments, reorganizations, or market fluctuations affecting issuers of the underlying securities, Regional Bank HOLDRS may not necessarily continue to be a diversified investment in the regional banking industry. As a result of market fluctuation and/or reconstitution events, Regional Bank HOLDRS may represent a concentrated investment in one or more of the underlying securities which would reduce investment diversification and increase your exposure to the risks of concentrated investments. . Conflicting investment choices. In order to sell one or more of the underlying securities individually or to participate in a tender offer relating to one or more of the underlying securities, you will be required to cancel your Regional Bank HOLDRS and receive delivery of each of the underlying securities. The cancellation of your Regional Bank HOLDRS will allow you to sell individual underlying securities or to deliver individual underlying securities in a tender offer. The cancellation of Regional Bank HOLDRS will involve payment of a cancellation fee to the trustee. 4 . Trading halts. Trading in Regional Bank HOLDRS may be halted if trading in one or more of the underlying securities is halted. If so, you will not be able to trade Regional Bank HOLDRS even though there is trading in some of the underlying securities; however, you will be able to cancel your Regional Bank HOLDRS to receive the underlying securities. . Delisting from the American Stock Exchange. If the number of companies whose common stock is held in the trust falls below nine, the American Stock Exchange may consider delisting the Regional Bank HOLDRS. If the Regional Bank HOLDRS are delisted by the American Stock Exchange, a termination event will result unless the Regional Bank HOLDRS are listed for trading on another national securities exchange or through NASDAQ within five business days from the date the Regional Bank HOLDRS are delisted. . Possible conflicts of interest. Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, has selected the underlying securities and may face possible conflicts of interest in connection with its activities. For example, Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates, collectively referred to as Merrill Lynch, may engage in investment banking and other activities, may provide services to issuers of the underlying securities in connection with its business, or may make purchases or sales, including establishing long or short positions, in the underlying securities for its own account. In addition, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, will purchase, in the secondary market, the underlying securities that will be deposited into the trust. Merrill Lynch may make these purchases before the deposit into the trust, or it may borrow securities for the deposit and subsequently purchase the securities to repay to the lenders the securities previously borrowed. In either event, the purchases of the underlying securities will be made at various prices. As the initial offering price for the Regional Bank HOLDRS will be based on the closing market price of each of the underlying securities on the pricing date, Merrill Lynch may recognize a gain on its purchases of the underlying securities. Specifically, if the closing market price for the underlying securities on the pricing date is higher than the price at which Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, purchases the underlying securities then it will recognize a gain in connection with such purchases. Merrill Lynch may recognize this gain on any of the underlying securities that comprise the Regional Bank HOLDRS or on all of the underlying securities in the aggregate. The potential profit of Merrill Lynch also is affected by any hedging activities that it may engage in while it purchases the underlying securities in the secondary market for deposit into the trust. All of these activities may result in conflicts of interest with respect to the financial interest of Merrill Lynch, on the one hand, and, on the other hand, the initial selection of the underlying securities included in the Regional Bank HOLDRS, the selection of the regional banking industry, Merrill Lynch's activity in the secondary market in the underlying securities, and the creation and cancellation of Regional Bank HOLDRS by Merrill Lynch. . Temporary price increases in the underlying securities. Purchasing activity in the secondary trading market associated with acquiring the underlying securities for deposit into the trust may temporarily increase the market price of the deposited shares, which will result in a higher initial offering price for the Regional Bank HOLDRS. Large volumes of purchasing activity, which may occur in connection with the issuance of Regional Bank HOLDRS, particularly in connection with the initial issuance of Regional Bank HOLDRS, could temporarily increase the market price of the underlying securities, resulting in a higher price on that date. This purchasing activity could create a temporary imbalance between the supply and demand of the underlying securities, thereby limiting the liquidity of the underlying securities due to a temporary increased demand for underlying securities. Temporary increases in the market price of the underlying securities may also occur as a result of the purchasing activity of other market participants. Other market participants may attempt to benefit from increases in the market price of the underlying securities that may occur as a 5 result of the increased purchasing activity in the underlying securities resulting from the issuance of the Regional Bank HOLDRS. Consequently, prices for the underlying securities may decline immediately after the pricing date. If the trading prices for the underlying securities decline, the trading price of Regional Bank HOLDRS will also decline. Risk Factors Specific to Companies Involved in the Regional Bank Industry . The banking industry is heavily regulated on the federal and state levels, and modifications to existing banking laws and regulations or the adoption of new laws may adversely affect the operations of banking and financial institutions. There are numerous federal and state laws with which banking and financial institutions must comply. Adverse regulatory examinations and non-compliance with regulatory requirements may result in sanctions by regulatory agencies, additional regulatory restrictions and damage to the reputation of a bank, its holding company and affiliates. Additionally, government regulation of regional banking companies is intended primarily for the protection of consumers, borrowers and depositors of the banks, rather than of the stockholders of the institutions. Changes to laws and regulations can affect banks' operating environments in substantial and unpredictable ways. Recent changes, including the Gramm-Leach-Bliley Act of 1999 which loosened regulatory restrictions on the securities and other activities of banks and bank holding companies can be expected to have a substantial impact on the U.S. banking industry and individual banks. These changes may adversely affect the nature and scope of banking and financial activities and may have a negative effect on the financial condition and results of operations of a bank or financial institution. . Most regional banking companies are holding companies that rely on dividends from their subsidiaries as a substantial portion of their income and their rights generally are subordinate to the interests of third parties. The payment of dividends by subsidiaries of regional banks is subject to legal restriction. In addition, the right of a parent bank holding company to participate in any distribution of assets upon a subsidiaries' liquidation or reorganization is subject to the prior claims of the subsidiaries' creditors. The ability of a bank holding company to receive dividends or other distributions is unpredictable, and fluctuations in income may adversely affect your investment in the Regional Bank HOLDRS. . The ability to maintain or increase market share depends on market acceptance of new products and services offered by regional banks. There is increasing pressure in the banking industry for banks to adapt to changing technologies. Regional banks must adapt services to evolving industry standards and provide more cost efficient services. The widespread adoption of new technologies, including Internet-based services, is likely to require substantial expenditures to modify or adapt the existing products and services offered by many regional banks. In addition, new product research and development may be costly and time-consuming. Many regional banks may not successfully introduce new products, achieve general market acceptance of their services or develop and maintain a loyal customer base. Failure to do so could have a material adverse effect on their business, results of operations and financial condition. . As a result of recent changes to the banking industry, some of the companies involved in the regional banking industry are also engaged in other lines of business unrelated to the regional banking business, and they may experience problems with these lines of business which could adversely affect their operating results. Some of the companies which comprise the Regional Bank HOLDRS have lines of business such as insurance, securities brokerage and underwriting, real estate development and equity investing that do not relate to traditional banking activities and which may present additional risks not mentioned in this prospectus. The operating results of these regional banks may fluctuate as a result of these additional risks and events in the other lines of business. In addition, a regional bank's ability 6 to engage in new activities may expose it to business risks with which it has less experience than it has with the business risks associated with its traditional businesses. Despite a company's possible success in traditional banking activities, there can be no assurance that the other lines of business in which these companies are engaged will not have an adverse effect on a company's business or financial condition. . The regional banking industry is very competitive, and a regional banking company's failure to establish a customer base will adversely affect its operating results. The competition among regional banks to develop and maintain a customer base can be intense. Customer loyalty can be easily influenced by a competitor's new offerings, and pricing policies, especially those offerings which provide cost savings. Many regional banks face significant competition from other banks, financial institutions and companies which have greater market share and financial resources, including banks which operate on a national or international level. These companies may be better positioned to finance research and development activities, provide a wider range of products and services over a greater geographic area and may have greater resources with which to acquire other companies in the industry. In addition, the Gramm-Leach-Bliley Act of 1999 broadens the scope of activities for regional banks meeting certain criteria. Regional banks that meet this criteria, referred to as "financial holding companies," may be able to offer a wider range of products and services, perhaps at a more competitive rate, and may realize a competitive advantage over other regional banks. . Inability to manage rapid growth could adversely affect systems, management resources and revenues. Many regional banks are, or plan to, rapidly expand their operations. The marketing and expansion strategies of many of these regional banks has placed and will continue to place a significant strain on the management, financial controls, operations systems, personnel and other resources. There can be no assurance that these companies will complete the necessary improvements to their systems, procedures and controls necessary to support their future operations in a timely manner or that management will be able to hire, train, retain and manage required personnel to manage such rapid growth. . Failure to integrate acquisitions could disrupt operations and prevent the realization of intended benefits. In recent years, there has been substantial consolidation among companies in the financial services industry. In particular, a number of large commercial banks, insurance companies and other financial services firms have established or acquired broker-dealers or have merged with other financial institutions. Many of these firms have the ability to offer a wide range of products, which may enhance their competitive position and result in pricing pressure on traditional banking businesses. The ability of a bank to successfully complete an acquisition is subject to regulatory approval and there can be no assurance that approval will be granted. Some regional banks may have difficulty integrating acquired companies, which frequently operate in different markets than the acquiring bank. This may result in failure to realize expected cost savings, increases in geographic presence, increases in revenue and other projected benefits from such integration. Furthermore, regional banks may suffer material adverse short and long-term effects on operating results and financial condition as a result of such acquisitions. . The financial and international operations of many banks exposes them to risks associated with instability and changes in economic and political conditions, foreign currency fluctuations, changes in foreign regulations and other risks inherent to international business. Many banks regularly trade in foreign currencies, engage in interest rate, foreign exchange and related derivative transactions, and, to a lesser extent, acquire and trade in non- U.S. securities. In addition, many regional banks have international operations. The risks of international business that the companies are exposed to include the following: . general economic, social and political conditions; 7 . the difficulty of enforcing intellectual property rights, agreements and collecting receivables through certain foreign legal systems; . differing tax rates, tariffs, exchange controls or other similar restrictions; . volatility of currency markets and value of worldwide financial markets; . 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. . Regional bank stock prices may be volatile, which will directly affect the price volatility of the Regional Bank HOLDRS, and you could lose all or part of your investment. The trading prices of the common stocks of regional banks can be volatile. Regional bank stock prices could be subject to wide fluctuations in response to a variety of factors, including the following: . actual or anticipated variations in the banks' quarterly operating results; . announcements of technological innovations or new services by regional banks or their competitors; . announcements by regional banks or their competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; . failure to integrate or realize projected benefits from acquisitions; . changes in government regulations; and . fluctuations in quarterly and annual operating results. Other broad market and industry factors may decrease the stock price of regional banks' stocks, regardless of their operating results. Market fluctuations, as well as general political and economic conditions, such as recession or interest rate or currency rate fluctuations, also may decrease the market price of regional banks' stocks. . Many regional banks are dependent on their ability to continue to attract and retain highly-skilled technical and managerial personnel to develop and generate their business. Many regional banks are highly dependent of the experience, abilities and continued services of key executive officers and key technical personnel. If these banks lose the services of any of these officers or key technical personnel, their future success could be undermined. Competition for personnel is intense. There is no certainty that any of these regional banks will be able to continue to attract and retain qualified personnel. 8 HIGHLIGHTS OF REGIONAL BANK HOLDRS This discussion highlights information regarding Regional Bank HOLDRS; we present certain information more fully in the rest of this prospectus. You should read the entire prospectus carefully before you purchase Regional Bank HOLDRS. Issuer...................... Regional Bank HOLDRS Trust. The trust................... The Regional Bank HOLDRS Trust will be formed under the depositary trust agreement, dated as of May 18, 2000 among The Bank of New York, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Regional Bank HOLDRS. The trust is not a registered investment company under the Investment Company Act of 1940. Initial depositor........... Merrill Lynch, Pierce, Fenner & Smith Incorporated. Trustee..................... The Bank of New York, a New York state-chartered banking organization, will be the trustee and receive compensation as set forth in the depositary trust agreement. Purpose of Regional Bank HOLDRS..................... Regional Bank HOLDRS are designed to achieve the following: Diversification. Regional Bank HOLDRS are designed to allow you to diversify your investment in the regional banking industry through a single, exchange-listed instrument representing your undivided beneficial ownership of the underlying securities. Flexibility. The beneficial owners of Regional Bank HOLDRS have undivided beneficial ownership interests in each of the underlying securities represented by the Regional Bank HOLDRS, and can cancel their Regional Bank HOLDRS to receive each of the underlying securities represented by the Regional Bank HOLDRS. Transaction costs. The expenses associated with trading Regional Bank HOLDRS are expected to be less than trading each of the underlying securities separately. Trust assets................ The trust will hold shares of common stock issued by specified companies involved in the regional banking industry. Except when a reconstitution event occurs, the group of companies will not change. Reconstitution events are described in this prospectus under the heading "Description of the depositary trust agreement--Reconstitution events." Under no circumstances will the common stock of a new company be added to the common stocks underlying the Regional Bank 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. 9 The Regional Bank HOLDRS.... The trust will issue Regional Bank HOLDRS that represent your undivided beneficial ownership interest in the shares of U.S.-traded common stock held by the trust on your behalf. The Regional Bank HOLDRS themselves are separate from the underlying securities that are represented by the Regional Bank HOLDRS. The specific share amounts for each round-lot of 100 Regional Bank HOLDRS will be determined on the pricing date so that the initial issue price will be approximately $90-$100 per Regional Bank HOLDR and the initial weightings of each underlying security included in the Regional Bank HOLDRS approximates the relative market capitalizations of the specified companies (based on the closing market prices of the underlying securities on the trading day immediately preceding the pricing date), subject to a maximum weight of 10%. For purposes of this preliminary prospectus, the indicative share amounts and the indicative weightings of each underlying security, based on market capitalizations as of May 2, 2000, are set forth in the table below; however, such share amounts and weightings are expected to change during the period between May 2, 2000 and the pricing date. After the pricing date, the share amounts will not change, except for changes due to corporate events such as stock splits or reverse stock splits on the underlying securities, or reconstitution events. However, the weightings are expected to change substantially over time because of price fluctuations. The following chart provides the . names of the 20 issuers of the underlying securities represented by the Regional Bank HOLDRS, . stock ticker symbols, . indicative share amounts represented by a round-lot of 100 Regional Bank HOLDRS as of May 2, 2000, . indicative weightings as of May 2, 2000, and . principal market on which the shares of common stock of the selected companies are traded. 10
Indicative Primary Share Indicative Trading Name of Company Ticker Amounts Weightings Market ---------------- ------ ---------- ---------- ------- Wells Fargo & Co. WFC 22 9.87% NYSE Bank One Corporation ONE 29 9.79% NYSE First Union Corporation FTU 25 8.90% NYSE FleetBoston Financial Corporation FBF 23 8.76% NYSE The Bank of New York Company, Inc. BK 19 8.63% NYSE Firstar Corporation FSR 25 7.00% NYSE Fifth Third Bancorp FITB 8 5.50% NASDAQ Mellon Financial Corporation MEL 13 4.62% NYSE SunTrust Banks, Inc. STI 8 4.51% NYSE State Street Corporation STT 4 4.48% NYSE U.S. Bancorp USB 19 4.34% NYSE Northern Trust Corporation NTRS 6 4.21% NASDAQ Wachovia Corporation WB 5 3.45% NYSE The PNC Financial Services Group, Inc. PNC 7 3.26% NYSE National City Corporation NCC 15 2.82% NYSE BB&T Corporation BBT 9 2.62% NYSE KeyCorp KEY 11 2.21% NYSE Comerica Incorporated CMA 4 1.85% NYSE AmSouth Bancorporation ASO 10 1.68% NYSE Synovus Financial Corp. SNV 7 1.48% NYSE
The actual share amounts and weightings will be determined on the pricing date and will appear in the final prospectus delivered in connection with sales of the Regional Bank HOLDRS. These companies generally are considered to be 20 of the largest and most liquid companies with U.S.- traded common stock involved in the regional banking industry, as measured by market capitalization and trading volume on May 2, 2000. The market capitalization of a company is determined by multiplying the price of its common stock by the number of outstanding shares of its common stock. The trust only will issue and cancel, and you only may obtain, hold, trade or surrender, Regional Bank HOLDRS in a round-lot of 100 Regional Bank HOLDRS and round-lot multiples. The trust will only issue Regional Bank HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Regional Bank HOLDRS. In the event that a fractional share comes to be represented by a round-lot of Regional Bank HOLDRS, the trust may require a minimum of more than one round-lot of 100 Regional Bank HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Regional Bank HOLDRS. The number of outstanding Regional Bank 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 Regional Bank HOLDRS on a continuous basis when an investor deposits the required shares of common stock with the trustee. Public offering price....... The initial public offering price for 100 Regional Bank HOLDRS will equal the sum of the closing market price on the primary trading market on the pricing date for each underlying security multiplied by 11 the share amount to be determined on the pricing date, plus an underwriting fee. It is expected that the initial public offering price will be approximately $90-$100 per Regional Bank HOLDR. Purchases................... After the initial offering, you may acquire Regional Bank HOLDRS in two ways: . through an in-kind deposit of the required number of shares of common stock of the underlying issuers with the trustee, or . through a cash purchase in the secondary trading market. Underwriting fees........... If you purchase Regional Bank HOLDRS in the initial public offering, you will pay an underwriting fee equal to: . For purchases of Regional Bank HOLDRS or fewer, 2%. . For purchases in excess of Regional Bank HOLDRS, %. You will not be charged any issuance fee or other sales commission in connection with purchases of Regional Bank HOLDRS made in the initial public offering. Issuance and cancellation fees........................ After the initial offering, if you wish to create Regional Bank HOLDRS by delivering to the trust the requisite shares of common stock represented by a round-lot of 100 Regional Bank 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 Regional Bank HOLDRS. If you wish to cancel your Regional Bank 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 Regional Bank HOLDRS. Commissions................. If you choose to deposit underlying securities in order to receive Regional Bank HOLDRS after the conclusion of the initial public offering, you will not be charged the underwriting fee. However, in addition to the issuance fee charged by the trustee described above, you will be responsible for paying any sales commission associated with your purchase of the underlying securities that is charged by your broker, whether it be Merrill Lynch, Pierce, Fenner & Smith Incorporated or A.G. Edwards & Sons, Inc., collectively, the selling group, or another broker. Custody fees................ The Bank of New York, as trustee and as custodian, will charge you a quarterly custody fee of $2.00 for each round-lot of 100 Regional Bank 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 Regional Bank 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. 12 Rights relating to Regional Bank 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 Regional Bank 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 Regional Bank HOLDRS would otherwise require the delivery of a fractional share, the trustee will sell such share in the market and the trust, in turn, will deliver cash in lieu of such share. Except with respect to the right to vote for dissolution of the trust, the Regional Bank HOLDRS themselves will not have voting rights. Rights relating to the underlying securities...... You have the right to: . Receive all shareholder disclosure materials, including annual and quarterly reports, distributed by the issuers of the underlying securities. . Receive all proxy materials distributed by the issuers of the underlying securities and will have the right to instruct the trustee to vote the underlying securities or may attend shareholder meetings yourself. . Receive dividends and other distributions on the underlying securities, if any are declared and paid to the trustee by an issuer of the underlying securities, net of any applicable taxes or fees. If you wish to participate in a tender offer for underlying securities, you must obtain the underlying securities by surrendering your Regional Bank HOLDRS and receiving all of your underlying securities. For specific information about obtaining your underlying securities, you should read the discussion under the caption "Description of the depositary trust agreement." Reconstitution events....... A. If an issuer of underlying securities no longer has a class of common stock registered under section 12 of the Securities Exchange Act of 1934, then its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Regional Bank 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 Regional Bank 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 13 owners of Regional Bank HOLDRS, unless the merger, consolidation or other corporate combination is between companies that are already included in the Regional Bank HOLDRS and the consideration paid is additional underlying securities. In this case, the additional underlying securities will be deposited into the trust. D. If an issuer's underlying securities are delisted from trading on a national securities exchange or NASDAQ and are not listed for trading on another national securities exchange or through NASDAQ within five business days from the date such securities are delisted. If a reconstitution event occurs, the trustee will deliver the underlying security to you as promptly as practicable after the date that the trustee has knowledge of the occurrence of a reconstitution event. Termination events.......... A. The Regional Bank HOLDRS are delisted from the American Stock Exchange and are not listed for trading on another national securities exchange or through NASDAQ within five business days from the date the Regional Bank HOLDRS are delisted. B. The trustee resigns and no successor trustee is appointed within 60 days from the date the trustee provides notice to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, of its intent to resign. C. 75% of beneficial owners of outstanding Regional Bank HOLDRS vote to dissolve and liquidate the trust. If a termination event occurs, the trustee will distribute the underlying securities to you as promptly as practicable after the termination event. Federal income tax The federal income tax laws will treat a U.S. consequences................ holder of Regional Bank HOLDRS as directly owning the underlying securities. The Regional Bank HOLDRS themselves will not result in any federal tax consequences separate from the tax consequences associated with ownership of the underlying securities. Listing..................... Application has been made to list the Regional Bank HOLDRS on the American Stock Exchange under the symbol "RKH". Trading will take place only in round-lots of 100 Regional Bank HOLDRS and round-lot multiples. A minimum of 150,000 Regional Bank HOLDRS will be required to be outstanding when trading begins. Trading..................... Investors only will be able to acquire, hold, transfer and surrender a round-lot of 100 Regional Bank HOLDRS. Bid and ask prices, however, will be quoted per single Regional Bank HOLDR. 14 Clearance and settlement.... The trust will issue Regional Bank HOLDRS in book-entry form. Regional Bank HOLDRS will be evidenced by one or more global certificates that the trustee will deposit with The Depository Trust Company, referred to as DTC. Transfers within DTC will be in accordance with DTC's usual rules and operating procedures. For further information see "Description of Regional Bank HOLDRS." 15 THE TRUST General. This discussion highlights information about the Regional Bank HOLDRS Trust. You should read this information, information about the depositary trust agreement as well as the depositary trust agreement before you purchase Regional Bank HOLDRS. The material terms of the depositary trust agreement are described in this prospectus under the heading "Description of the depositary trust agreement." The Regional Bank HOLDRS Trust. The trust will be formed pursuant to the depositary trust agreement, dated as of May 18, 2000. The Bank of New York will be the trustee. The Regional Bank HOLDRS Trust is not a registered investment company under the Investment Company Act of 1940. The Regional Bank HOLDRS Trust is intended to hold deposited shares for the benefit of owners of Regional Bank HOLDRS. The trustee will perform only administrative and ministerial acts. The property of the trust will consist of the underlying securities and all monies or other property, if any, received by the trustee. The trust will terminate on December 31, 2040, or earlier if a termination event occurs. DESCRIPTION OF REGIONAL BANK HOLDRS The trust will issue Regional Bank HOLDRS under the depositary trust agreement described in this prospectus under the heading "Description of the depositary trust agreement." After the initial offering, the trust may issue additional Regional Bank HOLDRS on a continuous basis when an investor deposits the requisite underlying securities with the trustee. You may only acquire, hold, trade and surrender Regional Bank HOLDRS in a round-lot of 100 Regional Bank HOLDRS and round-lot multiples. The trust will only issue Regional Bank HOLDRS upon the deposit of the whole shares of underlying securities that are represented by a round-lot of 100 Regional Bank 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 Regional Bank HOLDRS, the trust may require a minimum of more than one round-lot of 100 Regional Bank HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Regional Bank HOLDRS. Regional Bank HOLDRS will represent your individual and undivided beneficial ownership interest in the common stock of the specified underlying securities. The 20 companies selected as part of this receipt program are listed above in the section entitled "Highlights of Regional Bank HOLDRS--The Regional Bank HOLDRS." Beneficial owners of Regional Bank HOLDRS will have the same rights and privileges as they would have if they beneficially owned the underlying securities outside of the trust. These include the right of investors to instruct the trustee to vote the common stock, and to receive dividends and other distributions on the underlying securities, if any are declared and paid to the trustee by an issuer of an underlying security, as well as the right to cancel Regional Bank HOLDRS to receive the underlying securities. See "Description of the depositary trust agreement." Regional Bank 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. Regional Bank 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 Regional Bank HOLDRS wishes to realize the dollar value of the underlying securities, that owner will have to cancel the Regional Bank HOLDRS. Such cancellation will require payment of fees and expenses as described in "Description of the depositary trust agreement--Withdrawal of underlying securities." 16 Regional Bank HOLDRS will be evidenced by one or more global certificates that the trustee will deposit with DTC and register in the name of Cede & Co., as nominee for DTC. Regional Bank HOLDRS will be available only in book-entry form. Owners of Regional Bank HOLDRS may hold their Regional Bank HOLDRS through DTC, if they are participants in DTC, or indirectly through entities that are participants in DTC. DESCRIPTION OF THE UNDERLYING SECURITIES Selection criteria. The underlying securities are the common stocks of a group of 20 specified companies involved in various aspects of the regional banking industry and whose common stock is registered under Section 12 of the Exchange Act. The issuers of the underlying securities are considered to be 20 of the largest capitalized, most liquid companies involved in the regional banking industry as measured by market capitalization and trading volume. The following criteria were used in selecting the underlying securities on May 2, 2000: . Market capitalization equal to or greater than $5 billion; . Average daily trading volume of at least 250,000 shares over the 60 trading days before May 2, 2000; . Average daily dollar volume (that is, the average daily trading volume multiplied by the average closing price over the 60 day period prior to May 2, 2000) of at least $5 million over the 60 trading days before May 2, 2000; and . A trading history of at least 90 calendar days. The market capitalization of a company is determined by multiplying the price of its common stock by the number of shares of its common stock that are held by stockholders. In determining whether a company was to be considered for inclusion in the Regional Bank HOLDRS, Merrill Lynch, Pierce, Fenner & Smith Incorporated examined available public information about the company, including analysts' reports and other independent market sources. The ultimate determination of the inclusion of the 20 specified companies, however, rested solely within the discretion of Merrill Lynch, Pierce, Fenner & Smith Incorporated. After the initial deposit, one or more of the issuers of the underlying securities may no longer be substantially involved in the regional banking industry. In this case, the Regional Bank HOLDRS may no longer consist of securities issued by companies involved in the regional banking industry. Merrill Lynch, Pierce, Fenner & Smith Incorporated will determine, in its sole discretion, whether the issuer of a particular underlying security remains in the regional banking industry and will undertake to make adequate disclosure when necessary. Underlying securities. For a list of the underlying securities represented by Regional Bank HOLDRS, please refer to "Highlights of Regional Bank HOLDRS--The Regional Bank HOLDRS." If the underlying securities change because of a reconstitution event, a revised list of underlying securities will be set forth in a prospectus supplement and will be available from the American Stock Exchange and through a widely-used electronic information dissemination system such as Bloomberg or Reuters. No investigation. In selecting the underlying securities, the trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and any affiliate of these entities, have not performed any investigation or review of the selected companies, including the public filings by the companies, other than to the extent required to determine whether the companies satisfied the program's stated selection criteria. Accordingly, before you acquire Regional Bank HOLDRS, you should consider publicly available financial and other information about the issuers of the underlying securities. See "Risk factors" and "Where you can find more information." Investors and market participants should not conclude that the inclusion of a company in the list is any form of investment recommendation of that company by the trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, the selling group or any of their affiliates. General background and historical information. For a brief description of the business of each of the issuers of the underlying securities and monthly pricing information showing the historical performance of each underlying issuer's securities see "Annex A." 17 The following table and graph set forth the composite performance of all of the underlying securities represented by a single Regional Bank HOLDR based upon the indicative share amounts set forth in the table on page 11 of this preliminary prospectus, measured at the close of each month from January 1995 to April 2000. The performance table and graph data are adjusted for any splits that may have occurred over the measurement period. Past movements of the underlying securities are not necessarily indicative of future values. The actual share amounts will be determined on the pricing date and may differ from the indicative share amounts. 1995 Value - ---- ----- January .......... 38.62 February.......... 40.23 March............. 39.91 April............. 40.55 May............... 44.60 June.............. 43.90 July.............. 44.60 August............ 46.61 September......... 48.86 October........... 47.95 November.......... 52.20 December.......... 52.42
1997 Value - ---- ------ January ......... 74.83 February......... 78.26 March............ 72.29 April............ 77.00 May.............. 80.09 June............. 84.08 July............. 93.91 August........... 89.28 September........ 95.28 October.......... 94.07 November......... 100.21 December......... 106.19
1999 Value - ---- ------ January ......... 115.09 February......... 115.04 March............ 113.72 April............ 122.87 May.............. 114.79 June............. 117.06 July............. 109.36 August........... 102.53 September........ 97.28 October.......... 112.76 November......... 104.37 December......... 93.88
1996 Value - ---- ----- January .......... 52.98 February.......... 54.99 March............. 55.48 April............. 55.55 May............... 56.50 June.............. 55.41 July.............. 55.65 August............ 58.89 September......... 62.94 October........... 67.42 November.......... 73.39 December.......... 69.11
1998 Value - ---- ------ January ......... 102.11 February......... 110.53 March............ 118.27 April............ 118.58 May.............. 112.66 June............. 116.23 July............. 115.55 August........... 90.80 September........ 100.39 October.......... 111.03 November......... 114.19 December......... 121.12
2000 Value - ---- ----- January .......... 91.80 February.......... 77.60 March............. 94.65 April............. 90.54
[LINE GRAPH] 18 DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT General. The depositary trust agreement, dated as of May 18, 2000, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of New York, as trustee, other depositors and the owners of the Regional Bank HOLDRS, provides that Regional Bank HOLDRS will represent an owner's undivided beneficial ownership interest in the common stock of the underlying companies. The trustee. The Bank of New York will serve as trustee. The Bank of New York, which was founded in 1784, was New York's first bank and is the oldest bank in the country still operating under its original name. The Bank is a state-chartered New York banking corporation and a member of the Federal Reserve System. The Bank conducts a national and international wholesale banking business and a retail banking business in the New York City, New Jersey and Connecticut areas, and provides a comprehensive range of corporate and personal trust, securities processing and investment services. The Bank of New York is a subsidiary of Bank of New York Company, Inc., one of the underlying securities in the Regional Bank HOLDRS. Issuance, transfer and surrender of Regional Bank HOLDRS. You may create and cancel Regional Bank HOLDRS only in round-lots of 100 Regional Bank HOLDRS. You may create Regional Bank HOLDRS by delivering to the trustee the requisite underlying securities. The trust will only issue Regional Bank HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Regional Bank HOLDRS. In the event that a fractional share comes to be represented by a round-lot of Regional Bank HOLDRS, the trust may require a minimum of more than one round-lot of 100 Regional Bank HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Regional Bank HOLDRS. Similarly, you must surrender Regional Bank HOLDRS in integral multiples of 100 Regional Bank HOLDRS to withdraw deposited shares from the trust. The trustee will not deliver fractional shares of underlying securities, to the extent that any cancellation of Regional Bank HOLDRS would otherwise require the delivery of fractional shares, the trust will deliver cash in lieu of such shares. You may request withdrawal of your deposited shares during the trustee's normal business hours. The trustee expects that in most cases it will deliver your deposited shares within one business day of your withdrawal request. Voting rights. The trustee will deliver you proxy soliciting materials provided by issuers of the deposited shares so as to permit you to give the trustee instructions as to how to vote on matters to be considered at any annual or special meetings held by issuers of the underlying securities. Under the depositary trust agreement, any beneficial owner of Regional Bank HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated owning Regional Bank HOLDRS for its own proprietary account as principal, will have the right to vote to dissolve and liquidate the trust. Distributions. You will be entitled to receive, net of trustee fees, distributions of cash, including dividends, securities or property, if any, made with respect to the underlying securities. The trustee will use its reasonable efforts to ensure that it distributes these distributions as promptly as practicable after the date on which it receives the distribution. Therefore, you may receive your distributions substantially later than you would have had you held the underlying securities directly. You will be obligated to pay any tax or other charge that may become due with respect to Regional Bank 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 Regional Bank 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 Regional Bank HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, or to be received, and payable with respect to such calendar year. Record dates. With respect to dividend payments and voting instructions, the trustee expects to fix the trust's record dates as close as possible to the record date fixed by the issuer of the underlying securities. Shareholder communications. The trustee promptly will forward to you all shareholder communications that it receives from issuers of the underlying securities. 19 Withdrawal of underlying securities. You may surrender your Regional Bank 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 Regional Bank 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 Regional Bank HOLDRS. Further issuances of Regional Bank HOLDRS. The depositary trust agreement provides for further issuances of Regional Bank HOLDRS on a continuous basis without your consent. Reconstitution events. The depositary trust agreement provides for the automatic distribution of underlying securities to you in four circumstances. A. If an issuer of underlying securities no longer has a class of common stock registered under section 12 of the Securities Exchange Act of 1934, then its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Regional Bank 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 Regional Bank 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 Regional Bank HOLDRS, unless the merger, consolidation or other corporate combination is between companies that are already included in the Regional Bank HOLDRS and the consideration paid is additional underlying securities. In this case, the additional underlying securities will be deposited into the trust. D. If an issuer's underlying securities are delisted from trading on a national securities exchange or NASDAQ and are not listed for trading on another national securities exchange or through NASDAQ within 5 business days from the date such securities are delisted. If a reconstitution event occurs, the trustee will deliver the underlying security to you as promptly as practicable after the date that the trustee has knowledge of the occurrence of a reconstitution event. Termination of the trust. The trust will terminate if the trustee resigns and no successor trustee is appointed by Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, within 60 days from the date the trustee provides notice to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, of its intent to resign. Upon termination, the beneficial owners of Regional Bank HOLDRS will surrender their Regional Bank 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 Regional Bank HOLDRS are delisted from the American Stock Exchange and are not listed for trading on another national securities exchange or through NASDAQ within 5 business days from the date the Regional Bank HOLDRS are delisted. Finally, the trust will terminate if 75% of the owners of outstanding Regional Bank 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 20 the consent of any other depositor or any of the owners of the Regional Bank 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 Regional Bank 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 Regional Bank HOLDRS will not become effective until 30 days after notice of the amendment is given to the owners of Regional Bank HOLDRS. Issuance and cancellation fees. After the initial public offering, the trust expects to issue more Regional Bank HOLDRS. If you wish to create Regional Bank 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 Regional Bank HOLDRS. If you wish to cancel your Regional Bank 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 Regional Bank 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 Regional Bank HOLDRS after the conclusion of the initial public offering, you will not be charged the underwriting fee. However, in addition to the issuance and cancellation fees described above, you will be responsible for paying any sales commissions associated with your purchase of the underlying securities that is charged by your broker, whether it be any of the members of the selling group or another broker. Custody fees. The Bank of New York, as trustee and as custodian, will charge you a quarterly custody fee of $2.00 for each round-lot of 100 Regional Bank 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 Regional Bank 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 Regional Bank HOLDRS will be governed by the laws of the State of New York. The trustee will provide the depositary trust agreement to any owner of the underlying securities free of charge upon written request. Duties and immunities of the trustee. The trustee will assume no responsibility or liability for, and makes no representations as to, the validity or sufficiency, or as to the accuracy of the recitals, if any, set forth in the Regional Bank HOLDRS. The trustee undertakes to perform only those duties as are specifically set forth in the depositary trust agreement. Subject to the preceding sentence, the trustee will be liable for its own negligence or misconduct except for good faith errors in judgment so long as the trustee was not negligent in ascertaining the relevant facts. 21 FEDERAL INCOME TAX CONSEQUENCES General The following is a summary of the U.S. federal income tax consequences relating to the Regional Bank HOLDRS for: . a citizen or resident of the United States; . a corporation or partnership created or organized in the United States or under the laws of the United States; . an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; . or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust (each of the above, a "U.S. receipt holder"); and . any person other than a U.S. receipt holder (a "Non-U.S. receipt holder"). This summary is based upon laws, regulations, rulings and decisions currently in effect, all of which are subject to change, possibly on a retroactive basis. The discussion does not deal with all U.S. federal income tax consequences applicable to all categories of investors, some of which may be subject to special rules. In addition, this summary generally is limited to investors who will hold the Regional Bank HOLDRS as "capital assets" (generally, property held for investment) within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended. We suggest that you consult with your own tax advisor. Taxation of the trust The trust will provide for flow through tax consequences as it will be treated as a grantor trust or custodial arrangement for United States federal income tax purposes. Taxation of Regional Bank HOLDRS A receipt holder purchasing and owning Regional Bank HOLDRS will be treated, for U.S. federal income tax purposes, as directly owning a proportionate share of the underlying securities represented by Regional Bank HOLDRS. Consequently, if there is a taxable cash distribution on an underlying security, a holder will recognize income with respect to the distribution at the time the distribution is received by the trustee, not at the time that the holder receives the cash distribution from the trustee. A receipt holder will determine its initial tax basis in each of the underlying securities by allocating the purchase price for the Regional Bank HOLDRS among the underlying securities based on their relative fair market values at the time of purchase. Similarly, when a holder sells a receipt, it will determine the amount realized with respect to each security by allocating the sales price among the underlying securities based on their relative fair market values at the time of sale. A holder's gain or loss with respect to each security will be computed by subtracting its basis in the security from the amount realized on the security. With respect to purchases of Regional Bank 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 Regional Bank HOLDRS. Similarly, with respect to sales of Regional Bank HOLDRS for cash in the secondary market, the amount realized with respect to a sale of Regional Bank HOLDRS will be equal to the aggregate amount realized with respect to each of the underlying securities. The distribution of any securities by the trust upon the surrender of Regional Bank HOLDRS, the occurrence of a reconstitution event, or a termination event will not be a taxable event. The receipt holders holding period with respect to the distributed securities will include the period that the holder held the securities through the trust. 22 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 Regional Bank HOLDRS will reduce the amount realized with respect to the underlying securities. A holder will be required to include in its income the full amount of dividends paid on the underlying securities, even though the depositary trust agreement provides that the custodian fees will be deducted directly from any dividends paid. These custodian fees will be treated as an expense incurred in connection with a holder's investment in the underlying securities and may be deductible. If a holder is an individual, estate or trust, however, the deduction of its share of custodian fees will be a miscellaneous itemized deduction that may be disallowed in whole or in part. Non-U.S. receipt holders Non-U.S. receipt holders should consult their tax advisors regarding U.S. withholding and other taxes which may apply to ownership of the Regional Bank HOLDRS or of the underlying securities through an investment in the Regional Bank HOLDRS. ERISA CONSIDERATIONS Any plan fiduciary which proposes to have a plan acquire Regional Bank 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 Regional Bank HOLDRS is appropriate for the plan, taking into account the overall investment policy of the plan and the composition of the plan's investment portfolio. PLAN OF DISTRIBUTION In accordance with the depositary trust agreement, the trust will issue to Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch, Pierce, Fenner & Smith Incorporated will deposit the underlying securities to receive Regional Bank HOLDRS. The selling group proposes to offer the Regional Bank HOLDRS to the public at the offering price set forth on the cover page of this prospectus, which includes an underwriting fee of 2%. Merrill Lynch, Pierce, Fenner & Smith Incorporated will provide Regional Bank HOLDRS to A.G. Edwards & Sons, Inc. at the public offering price, as set forth on the cover page of this prospectus, less a concession that is not in excess of 1.5%. We expect the trust to deliver the initial distribution of Regional Bank HOLDRS against deposit of the underlying securities in New York, New York on , 2000. After the initial offering, the public offering price, concession and discount may be changed. The trust will continue to issue Regional Bank HOLDRS, in connection with deposits of underlying securities. This offering is being made in compliance with Conduct Rule 2810 of the National Association of Securities Dealers, Inc. Accordingly, sales will not be made to a discretionary account without the prior written approval of a purchaser of Regional Bank HOLDRS. Members of the selling group and their affiliates have from time to time provided investment banking and other financial services to certain of the issuers of the underlying securities and expect in the future to provide these services, for which they have received and will receive customary fees and commissions. They also may have served as counterparty in other transactions with certain of the issuers of the underlying securities. 23 Merrill Lynch, Pierce, Fenner & Smith Incorporated may use this prospectus, as updated from time to time, in connection with offers and sales related to market-making transactions in the Regional Bank HOLDRS. Merrill Lynch, Pierce, Fenner & Smith Incorporated may act as principal or agent in such transactions. Market-making sales will be made at prices related to prevailing market prices at the time of sale. Merrill Lynch, Pierce, Fenner & Smith Incorporated has agreed to indemnify the trustee against certain civil liabilities related to acts performed or not performed by the trustee in accordance with the depositary trust agreement or periodic reports filed or not filed with the SEC with respect to the Regional Bank HOLDRS. Should a court determine not to enforce the indemnification provision, Merrill Lynch, Pierce, Fenner & Smith Incorporated also has agreed to contribute to payments the trustee may be required to make with respect to such liabilities. LEGAL MATTERS Legal matters, including the validity of the Regional Bank HOLDRS will be passed upon for Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial depositor and the underwriters, by Shearman & Sterling, New York, New York. Shearman & Sterling, as special U.S. tax counsel to the trust, also will render an opinion regarding the material federal income tax consequences relating to the Regional Bank 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 Regional Bank HOLDRS. While this prospectus is a part of the registration statement, it does not contain all the exhibits filed as part of the registration statement. You should consider reviewing the full text of those exhibits. The registration statement is available over the Internet at the SEC's Web site at http://www.sec.gov. You also may read and copy the registration statement at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms and their copy charges. Merrill Lynch, Pierce, Fenner & Smith Incorporated will not and the trust may not be subject to the requirements of the Exchange Act and accordingly may not file periodic reports. Because the common stock of the issuers of the underlying securities is registered under the Exchange Act, the issuers of the underlying securities are required to file periodically financial and other information specified by the SEC. For more information about the issuers of the underlying securities, information provided to or filed with the SEC by the issuers of the underlying securities with respect to their registered securities can be inspected at the SEC's public reference facilities or accessed through the SEC's Web site referenced above. In addition, information regarding the issuers of the underlying securities may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated information. The trust and the selling group and 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 Regional Bank HOLDRS. This prospectus relates only to Regional Bank HOLDRS and does not relate to the common stock or other securities of the issuers of the underlying securities. The information in this prospectus regarding the issuers of the underlying securities has been derived from the publicly available documents described in the preceding paragraph. We have not participated in the preparation of these documents or made any due diligence inquiries with respect to the issuers of the underlying securities in connection with Regional Bank HOLDRS. We make no representation that these publicly available documents or any other publicly available information regarding the issuers of the underlying securities are accurate or complete. Furthermore, we cannot assure you that all events occurring prior to the date of this prospectus, including events that would affect the accuracy or completeness of the publicly available documents described in the preceding paragraph, that would affect the trading price of the common stock of the issuers of the underlying securities, and therefore the offering and trading prices of the Regional Bank HOLDRS, have been publicly disclosed. 24 ANNEX A This annex forms an integral part of the prospectus. The following tables provide a brief description of the business of each of the issuers of the underlying securities and set forth the split-adjusted closing market prices, as reported on the applicable primary trading market, of each of the underlying securities in each month during 1995, 1996, 1997, 1998, 1999 and 2000 through April 2000. All market prices in excess of one dollar are rounded to the nearest one sixty-fourth of a dollar. The historical prices of the underlying securities should not be taken as an indication of future performance. AMSOUTH BANCORPORATION (ASO) AmSouth Bancorporation is a bank holding company which, through its subsidiaries, provides a broad array of financial products and services through banking offices. AmSouth's principal activities include consumer and commercial banking and capital management. AmSouth operates in nine southeastern states with leading market positions in Tennessee, Florida, Alabama, and Mississippi. In addition, AmSouth provides select financial services outside of its banking markets through non-bank subsidiaries.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- -------- January 8 5/64 January 11 47/64 January 15 17/64 January 24 January 29 3/8 January 17 7/16 February 8 5/8 February 11 43/64 February 15 3/16 February 24 31/32 February 31 21/64 February 14 5/16 March 9 21/64 March 11 33/64 March 14 19/64 March 26 1/4 March 30 21/64 March 14 15/16 April 9 17/64 April 11 3/8 April 15 5/8 April 27 23/32 April 31 45/64 April 14 9/16 May 9 57/64 May 11 17/64 May 17 25/64 May 25 5/8 May 28 3/8 June 9 43/64 June 10 45/64 June 16 13/16 June 26 13/64 June 23 3/16 July 10 13/32 July 10 59/64 July 19 11/64 July 26 29/64 July 22 7/8 August 11 5/64 August 11 43/64 August 18 11/16 August 22 59/64 August 21 7/8 September 11 17/64 September 13 3/16 September 21 17/32 September 22 3/4 September 23 7/16 October 11 13/16 October 13 47/64 October 21 23/64 October 26 51/64 October 25 5/8 November 11 45/65 November 14 25/32 November 23 9/64 November 28 11/64 November 22 9/16 December 11 31/32 December 14 21/64 December 24 9/64 December 30 26/64 December 19 5/16
The closing price on , 2000 was . A-1 THE BANK OF NEW YORK COMPANY, INC. (BK) Bank of New York Company, Inc. is a bank holding company which provides a variety of banking and financial services to individuals and institutions through its wholly owned subsidiary, The Bank of New York. Bank of New York operates wholesale and retail banking businesses and provides a range of corporate and personal trust, securities processing and investment services. Bank of New York offers its services primarily in New Jersey, Connecticut and the city of New York.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- ------- January 7 7/16 January 12 3/16 January 18 3/16 January 27 3/32 January 35 1/2 January 40 5/8 February 7 1/2 February 12 31/32 February 19 5/16 February 29 9/32 February 34 15/16 February 33 1/4 March 8 3/8 March 12 7/8 March 18 3/8 March 31 13/32 March 35 15/16 March 41 9/16 April 8 1/4 April 12 5/32 April 19 3/4 April 29 17/32 April 39 3/4 April 41 1/16 May 8 7/32 May 12 31/32 May 21 5/16 May 30 9/16 May 35 3/4 June 10 3/16 June 12 13/16 June 21 13/16 June 30 7/16 June 36 11/16 July 10 3/32 July 12 7/8 July 24 5/16 July 32 July 36 15/16 August 10 1/32 August 13 15/16 August 22 5/16 August 24 1/2 August 35 3/4 September 10 7/8 September 14 11/16 September 24 September 27 3/8 September 33 7/16 October 11 5/8 October 16 9/16 October 23 17/32 October 31 9/16 October 41 7/8 November 10 1/2 November 17 15/16 November 26 7/8 November 34 9/16 November 39 15/16 December 11 25/32 December 16 7/8 December 28 29/32 December 40 1/4 December 40
The closing price on , 2000 was . BANK ONE CORPORATION (ONE) Bank One Corporation is a bank holding company which, through its subsidiaries, provides retail banking, worldwide corporate and institutional banking and trust and investment management services. Bank One also engages in credit card processing, mortgage lending and servicing, insurance, venture capital financing, investment and merchant banking, trust, brokerage and investment management services and data processing. Bank One operates banking offices in Florida and the midwest and southwest United States.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- -------- January 24 3/8 January 31 19/64 January 41 1/4 January 50 51/64 January 52 3/8 January 29 13/16 February 24 11/64 February 32 25/64 February 40 7/64 February 56 1/2 February 53 3/4 February 25 7/8 March 23 35/64 March 32 25/64 March 36 9/64 March 63 1/4 March 55 1/16 March 34 3/8 April 24 3/8 April 31 19/32 April 38 33/64 April 58 13/16 April 58 3/32 April 30 1/2 May 28 23/32 May 33 41/64 May 39 5/16 May 55 1/8 May 56 9/16 June 26 21/32 June 30 29/32 June 44 1/32 June 55 13/16 June 59 9/16 July 26 15/64 July 31 23/64 July 51 1/64 July 51 11/16 July 54 9/16 August 27 51/64 August 34 57/64 August 48 11/16 August 38 1/16 August 40 1/8 September 30 11/64 September 37 17/64 September 50 29/32 September 42 7/16 September 34 13/16 October 27 57/64 October 38 3/4 October 47 25/64 October 48 3/4 October 37 13/16 November 31 39/64 November 43 19/64 November 46 45/64 November 51 1/2 November 35 5/16 December 31 3/32 December 39 3/32 December 49 3/8 December 51 1/16 December 32
The closing price on , 2000 was . A-2 BB&T CORPORATION (BBT) BB&T Corporation is a bank holding company which, through its subsidiaries, provides a full range of traditional commercial banking services and related financial services including investment brokerage, investment banking, trust, insurance and leasing services. BB&T operates in North Carolina, South Carolina, Virginia, Maryland, Georgia, West Virginia, Kentucky and the metropolitan Washington, D.C. area.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- ------- January 10 1/8 January 14 9/16 January 19 3/8 January 29 15/32 January 38 1/4 January 28 1/8 February 11 3/16 February 14 February 19 7/16 February 31 1/32 February 37 7/8 February 23 1/2 March 9 15/16 March 13 7/8 March 18 5/8 March 33 27/32 March 36 3/16 March 28 1/16 April 10 1/4 April 13 15/16 April 19 5/8 April 33 5/8 April 39 15/16 April 26 5/8 May 10 7/8 May 14 5/8 May 20 May 33 3/32 May 36 1/2 June 12 June 15 7/8 June 22 1/2 June 33 13/16 June 36 11/16 July 12 July 14 5/8 July 25 9/16 July 35 1/8 July 35 1/4 August 13 3/8 August 15 5/8 August 25 7/8 August 28 August 33 1/2 September 13 1/8 September 16 5/8 September 26 23/32 September 29 15/16 September 32 3/8 October 12 7/8 October 17 5/16 October 27 7/32 October 35 3/4 October 36 3/8 November 13 1/8 November 18 3/8 November 27 1/4 November 36 15/16 November 32 1/4 December 13 1/8 December 18 1/8 December 32 1/32 December 40 5/16 December 27 3/8
The closing price on , 2000 was . COMERICA INCORPORATED (CMA) Comerica, Inc. is a bank holding company which offers consumer banking, business banking and investment services. Comerica's consumer banking services include lending, mortgage services, deposit service, small business banking and private banking. Its business banking services include large corporate banking, treasury management and international financial services. Comerica's investment services include the sale of mutual fund and annuity products and disability and long-term care insurance products. Comerica operates primarily in Michigan, Texas, California and Florida.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- -------- January 16 3/4 January 26 1/2 January 38 5/64 January 62 59/64 January 62 7/16 January 44 3/16 February 18 53/64 February 25 59/64 February 40 5/64 February 67 13/64 February 66 1/4 February 36 13/16 March 18 21/64 March 27 53/64 March 37 37/64 March 70 35/64 March 62 7/16 March 41 7/8 April 19 11/64 April 29 April 39 April 66 15/16 April 65 1/16 April 42 3/8 May 21 5/64 May 29 11/64 May 41 43/64 May 66 3/4 May 60 7/16 June 21 27/64 June 29 3/4 June 45 21/64 June 66 1/8 June 59 7/16 July 23 21/64 July 29 1/4 July 50 27/64 July 67 3/8 July 55 1/2 August 23 3/4 August 32 1/2 August 47 13/64 August 52 1/4 August 52 3/32 September 24 1/4 September 34 21/64 September 52 5/8 September 54 13/16 September 50 5/8 October 22 27/64 October 35 27/64 October 52 45/64 October 64 1/2 October 59 7/16 November 24 59/64 November 39 November 56 51/64 November 64 1/2 November 53 December 26 43/64 December 34 59/64 December 60 11/64 December 68 3/16 December 46 11/16
The closing price on , 2000 was . A-3 FIFTH THIRD BANCORP (FITB) Fifth Third Bancorp is a bank holding company which provides commercial, retail and trust banking services, data processing services, investment services, leasing and insurance services. Fifth Third provides its financial products and services, which include consumer banking and credit card services, mortgage services and leasing, to the retail, commercial, financial, governmental, educational and medical sectors. Fifth Third's operations are primarily located in the midwestern United States.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- ------- January 14 57/64 January 21 1/32 January 34 25/64 January 50 53/64 January 68 7/16 January 16 3/8 February 15 17/64 February 22 25/32 February 37 1/16 February 52 43/64 February 66 1/16 February 52 1/16 March 15 21/64 March 25 25/32 March 34 7/16 March 57 March 65 15/16 March 63 April 14 17/64 April 24 9/16 April 33 11/64 April 55 April 71 11/16 April 63 1/8 May 15 25/32 May 24 7/32 May 34 21/64 May 49 1/4 May 68 3/16 June 16 43/64 June 24 June 36 15/32 June 63 June 66 9/16 July 16 57/64 July 23 July 42 1/8 July 62 1/4 July 65 1/16 August 16 43/64 August 23 9/16 August 39 August 53 3/16 August 66 1/4 September 17 September 25 53/64 September 43 37/64 September 57 1/2 September 60 27/32 October 19 59/64 October 27 53/64 October 42 3/4 October 66 1/4 October 73 13/16 November 21 43/64 November 31 7/64 November 47 November 66 3/8 November 70 December 21 45/64 December 27 59/64 December 54 1/2 December 71 5/16 December 73 3/8
The closing price on , 2000 was . FIRSTAR CORPORATION (FSR) Firstar Corporation is a bank holding company which provides a range of financial services and activities, including traditional retail banking services and credit card services. Firstar also provides trust and investment management services to individuals and corporations. Firstar offers retail brokerage services, trust and investment management services, residential mortgages and insurance. Firstar's banking services are primarily located throughout the midwestern United States.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- ------- --------- -------- --------- -------- --------- -------- --------- -------- -------- -------- January 4 15/64 January 6 15/16 January 12 19/64 January 18 23/64 January 29 25/64 January 23 7/8 February 4 47/64 February 7 February 13 5/64 February 19 5/8 February 27 59/64 February 17 13/16 March 4 21/32 March 7 11/64 March 13 19/64 March 19 45/64 March 29 53/64 March 22 15/16 April 4 41/64 April 7 5/16 April 14 11/64 April 21 1/16 April 30 1/16 April 24 7/8 May 4 13/16 May 7 23/32 May 13 3/4 May 20 21/64 May 28 13/16 June 5 7/64 June 7 31/64 June 14 5/64 June 21 19/64 June 28 July 5 39/64 July 8 21/64 July 15 11/16 July 23 13/64 July 26 1/16 August 5 57/64 August 8 3/4 August 15 1/16 August 18 19/64 August 26 13/16 September 5 15/16 September 9 29/64 September 15 5/16 September 22 3/64 September 25 5/8 October 6 5/32 October 10 October 16 23/64 October 25 13/64 October 29 3/8 November 6 21/32 November 10 5/16 November 18 November 24 27/64 November 26 December 6 39/64 December 10 13/64 December 19 1/8 December 31 December 21 1/8
The closing price on , 2000 was . A-4 FIRST UNION CORPORATION (FTU) First Union Corporation is a bank holding company and a financial holding company which engages in a range of financial services. In addition to providing commercial, retail banking and trust services, First Union provides various other financial services, including mortgage banking, home equity lending, leasing, investment banking, insurance and securities brokerage. First Union operates primarily on the east coast of the United States.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- ------- January 21 3/8 January 28 15/16 January 41 13/16 January 47 7/8 January 52 1/2 January 33 7/16 February 22 5/16 February 30 1/4 February 43 7/8 February 52 5/8 February 53 5/16 February 29 1/2 March 21 11/16 March 30 3/16 March 40 9/16 March 56 13/16 March 53 7/16 March 37 1/4 April 22 5/8 April 30 3/4 April 42 April 60 3/8 April 55 1/8 April 31 7/8 May 24 1/2 May 30 9/16 May 42 15/16 May 55 1/4 May 46 3/16 June 22 5/8 June 30 7/16 June 46 1/4 June 58 1/4 June 47 1/8 July 24 7/16 July 31 3/4 July 50 23/32 July 60 1/4 July 46 August 25 1/16 August 31 15/16 August 48 1/16 August 48 1/8 August 41 1/2 September 25 1/2 September 33 3/8 September 50 1/16 September 51 3/16 September 35 5/8 October 24 13/16 October 36 3/8 October 49 1/16 October 58 October 42 3/4 November 27 5/16 November 38 3/16 November 48 3/4 November 60 3/4 November 38 3/4 December 27 13/16 December 37 December 51 1/4 December 60 13/16 December 32 15/16
The closing price on , 2000 was . FLEETBOSTON FINANCIAL CORPORATION (FBF) FleetBoston Financial Corporation is a financial services company engaged in the commercial banking and investment management business. FleetBoston provides a variety of financial services, including institutional and investment banking, cash management, trade services, mortgage banking, discount brokerage services and other retail financial services. FleetBoston primarily operates in the northeastern United States and Latin America.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- ------- January 15 3/4 January 20 January 27 January 35 13/16 January 44 5/16 January 31 7/16 February 15 9/16 February 20 9/16 February 30 1/2 February 39 13/32 February 42 15/6 February 27 1/4 March 16 3/16 March 20 1/4 March 28 9/16 March 42 17/32 March 37 5/8 March 36 1/2 April 16 3/8 April 21 1/2 April 30 1/2 April 43 3/16 April 43 /16 April 35 9/16 May 17 7/16 May 22 1/16 May 30 9/16 May 41 May 41 1/8 June 18 9/16 June 21 3/4 June 31 5/8 June 41 3/4 June 44 3/8 July 17 13/16 July 20 1/4 July 33 27/32 July 42 31/32 July 40 1/2 August 18 1/2 August 20 7/8 August 32 1/4 August 32 25/32 August 39 13/16 September 18 7/8 September 22 1/4 September 32 25/32 September 36 23/32 September 36 5/8 October 19 3/8 October 24 15/16 October 32 5/32 October 40 October 43 5/8 November 20 7/8 November 27 11/16 November 33 1/16 November 41 11/16 November 37 13/16 December 20 3/8 December 24 15/16 December 37 9/16 December 44 11/16 December 34 13/16
The closing price on , 2000 was . A-5 KEYCORP (KEY) KeyCorp is a financial services company which, through its subsidiaries, provides a wide range of investment management, retail and commercial banking, consumer finance and investment banking products and services to corporate, individual and institutional clients. In addition to the traditional banking services, KeyCorp also provides specialized services, including personal and corporate trust services, personal financial services, mutual fund services, cash management services, investment banking and capital markets products and international banking services. KeyCorp provides services throughout the United States.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- -------- January 13 15/16 January 18 5/16 January 26 3/16 January 32 1/2 January 31 7/8 January 21 February 14 1/2 February 18 13/16 February 26 3/4 February 35 1/32 February 32 1/4 February 16 15/16 March 14 1/8 March 19 5/16 March 24 3/8 March 37 13/16 March 30 5/16 March 19 April 13 3/8 April 19 5/16 April 26 1/16 April 39 3/4 April 51 15/16 April 18 1/2 May 15 1/4 May 19 3/8 May 27 3/16 May 37 15/16 May 34 3/4 June 15 11/16 June 19 3/8 June 27 15/16 June 35 5/8 June 32 1/8 July 16 July 19 5/16 July 31 3/32 July 34 July 31 1/2 August 15 1/2 August 20 1/16 August 30 5/16 August 25 1/2 August 29 September 17 1/8 September 22 September 31 13/32 September 28 7/8 September 25 13/16 October 16 7/8 October 23 5/16 October 30 19/32 October 30 5/16 October 27 15/16 November 18 7/16 November 26 3/16 November 33 23/32 November 30 11/16 November 27 December 18 1/8 December 25 1/4 December 35 13/32 December 32 December 22 1/8
The closing price on , 2000 was . MELLON FINANCIAL CORPORATION (MEL) Mellon Financial Corporation is a financial holding company which provides a range of financial services and products. Mellon provides retail and commercial banking services, wealth management and global investment management services for individual and institutional investors, global investment services for businesses and institutions and mutual fund management services. Mellon's regional banking services are primarily offered in the mid-Atlantic region of the United States.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- ------- January 8 3/4 January 13 3/16 January 18 21/32 January 30 3/16 January 33 1/2 January 34 5/16 February 9 17/32 February 13 31/32 February 20 3/32 February 31 5/32 February 33 13/16 February 30 1/8 March 10 3/16 March 13 13/16 March 18 3/16 March 31 3/4 March 35 3/16 March 29 3/4 April 91 3/16 April 13 7/16 April 20 25/32 April 36 April 37 5/32 April 32 1/8 May 10 11/16 May 14 9/32 May 21 7/8 May 33 23/32 May 35 11/16 June 10 13/32 June 14 1/4 June 22 9/16 June 34 27/32 June 36 3/8 July 10 1/32 July 13 3/16 July 25 7/32 July 33 11/16 July 33 3/4 August 11 27/32 August 13 27/32 August 24 1/16 August 26 August 33 3/8 September 11 3/16 September 14 13/16 September 27 3/8 September 27 1/2 September 33 5/8 October 12 1/2 October 16 1/4 October 26 October 30 1/16 October 36 15/16 November 13 15/32 November 18 1/16 November 28 11/32 November 31 19/32 November 36 7/16 December 13 7/16 December 17 3/4 December 30 5/16 December 34 3/8 December 34 1/16
The closing price on , 2000 was . A-6 NATIONAL CITY CORPORATION (NCC) National City Corporation is a bank holding company engaged in a variety of financial services. In addition to providing general retail and commercial banking services, National City provides retail sales and distribution, consumer finance, asset management and mortgage processing. National City primarily operates in Ohio, Kentucky, Illinois, Indiana, Michigan and Pennsylvania.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- -------- January 13 1/4 January 16 5/16 January 22 11/16 January 30 3/32 January 35 17/32 January 21 11/16 February 13 7/8 February 17 3/8 February 25 1/4 February 32 5/8 February 34 15/16 February 19 1/4 March 13 5/16 March 17 9/16 March 23 5/16 March 36 21/32 March 33 3/16 March 20 5/8 April 13 11/16 April 18 7/16 April 24 3/8 April 34 5/8 April 35 7/8 April 17 May 15 3/16 May 17 13/16 May 25 3/4 May 33 7/8 May 33 3/32 June 14 11/16 June 17 9/16 June 26 1/4 June 35 1/2 June 32 3/4 July 15 5/16 July 17 5/16 July 29 3/4 July 33 7/16 July 29 3/4 August 14 7/8 August 18 13/16 August 28 1/4 August 29 3/8 August 27 5/8 September 15 7/16 September 21 1/16 September 30 25/32 September 32 31/32 September 26 11/16 October 15 7/16 October 21 11/16 October 29 7/8 October 32 5/32 October 29 1/2 November 16 3/16 November 23 3/16 November 33 3/8 November 33 5/8 November 24 15/16 December 16 9/16 December 22 7/16 December 32 7/8 December 36 1/4 December 23 11/16
The closing price on , 2000 was . NORTHERN TRUST CORPORATION (NTRS) Northern Trust Corporation is a bank holding company that provides trust services, retail and commercial banking, treasury management services, securities lending, asset management services and financial record keeping. Northern Trust operates banking subsidiaries in Arizona, California, Colorado, Florida, Texas and Michigan, trust companies in Connecticut and New York and various other non-bank subsidiaries, including a securities brokerage firm, a registered investment adviser and a retirement services company.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- ------- --------- -------- --------- -------- -------- ------- January 8 1/4 January 13 1/4 January 20 1/2 January 33 11/16 January 43 9/32 January 60 3/8 February 8 1/2 February 13 3/16 February 21 1/4 February 38 1/32 February 44 11/16 February 56 1/2 March 8 25/32 March 13 1/2 March 18 3/4 March 37 3/8 March 44 13/32 March 67 9/16 April 9 9/64 April 14 1/16 April 22 1/4 April 36 1/2 April 46 9/16 April 64 1/8 May 9 11/16 May 13 11/16 May 24 9/16 May 35 17/64 May 45 3/16 June 10 1/16 June 14 7/16 June 24 3/16 June 38 1/8 June 48 1/2 July 9 31/32 July 14 25/32 July 27 1/2 July 36 13/16 July 43 1/2 August 11 1/4 August 16 13/32 August 26 9/16 August 27 7/8 August 42 13/32 September 11 1/2 September 16 7/16 September 29 9/16 September 34 1/8 September 41 3/4 October 11 15/16 October 17 5/16 October 29 1/4 October 36 7/8 October 48 9/32 November 13 1/16 November 18 5/32 November 31 1/8 November 40 3/8 November 48 13/32 December 14 December 18 1/8 December 34 7/8 December 43 21/32 December 53
The closing price on , 2000 was . A-7 THE PNC FINANCIAL SERVICES GROUP, INC. (PNC) PNC Financial Services Group, Inc. is a bank holding company and a financial holding company. PNC operates regional retail banking, wholesale banking and asset management businesses that provide financial products and services locally and nationally. PNC's primary geographic markets include Pennsylvania, New Jersey, Delaware, Ohio and Kentucky.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- ------- --------- ------- --------- -------- --------- -------- --------- -------- -------- -------- January 23 1/2 January 30 January 39 3/4 January 51 9/6 January 51 3/16 January 48 February 25 1/2 February 30 5/8 February 42 1/4 February 55 1/2 February 52 1/16 February 38 11/16 March 24 3/8 March 30 3/4 March 40 March 59 15/16 March 55 9/16 March 45 1/16 April 25 1/8 April 30 1/4 April 41 1/8 April 60 7/16 April 57 7/8 April 43 5/8 May 27 May 30 3/8 May 41 7/8 May 57 3/4 May 57 1/4 June 26 3/8 June 29 3/4 June 41 3/4 June 53 7/8 June 57 5/8 July 24 3/4 July 29 1/8 July 45 3/4 July 53 15/16 July 52 7/8 August 26 1/4 August 31 1/4 August 43 1/4 August 43 August 52 5/16 September 27 7/8 September 33 3/8 September 48 13/16 September 45 September 52 11/16 October 26 1/4 October 36 1/4 October 47 1/2 October 50 October 59 5/8 November 29 1/4 November 39 1/2 November 53 13/16 November 51 9/16 November 55 3/4 December 32 1/4 December 37 5/8 December 56 15/16 December 54 December 44 1/2
The closing price on , 2000 was . STATE STREET CORPORATION (STT) State Street Corporation is a bank holding company specializing in serving institutional investors such as mutual funds. Services for institutional investors include foreign exchange, cash management, securities lending, fund administration, daily pricing, portfolio accounting, banking services and deposit and short-term investment facilities. State Street also provides investment management and commercial lending services. State Street operates offices throughout the United States.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- ------- January 16 7/16 January 22 11/16 January 36 9/16 January 56 January 71 1/2 January 80 3/16 February 15 15/16 February 22 5/8 February 40 3/16 February 61 13/16 February 76 11/16 February 72 7/8 March 15 15/16 March 25 March 34 11/16 March 68 1/16 March 82 1/4 March 96 7/8 April 15 7/8 April 24 15/16 April 39 3/8 April 71 1/2 April 87 1/2 April 96 7/8 May 16 13/16 May 26 1/16 May 44 5/8 May 68 15/16 May 76 1/4 June 18 7/16 June 25 1/2 June 46 1/4 June 69 1/2 June 85 3/8 July 17 11/16 July 25 1/8 July 56 1/16 July 69 7/16 July 70 7/8 August 18 7/16 August 27 1/16 August 49 7/8 August 52 1/16 August 59 7/8 September 20 September 28 11/16 September 60 15/16 September 54 9/16 September 64 5/8 October 19 1/2 October 31 11/16 October 55 3/4 October 62 3/8 October 76 1/8 November 22 1/2 November 33 13/16 November 59 1/2 November 68 5/8 November 73 7/16 December 22 1/2 December 32 5/16 December 58 3/16 December 70 1/8 December 73 1/16
The closing price on , 2000 was . A-8 SUNTRUST BANKS, INC. (STI) SunTrust Banks, Inc. is a bank holding company which provides consumer and commercial banking services, including traditional deposit and credit services and trust and investment services. SunTrust offers credit cards, mortgage services, insurance, data processing and information services, discount brokerage and investment banking services. SunTrust's operations are located primarily in the southern United States.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- -------- January 25 15/16 January 34 9/16 January 50 January 69 1/4 January 70 7/16 January 59 9/16 February 26 15/16 February 35 15/16 February 51 3/8 February 73 3/4 February 67 15/16 February 50 13/16 March 26 3/4 March 35 March 46 3/8 March 75 3/8 March 62 1/4 March 57 3/4 April 27 1/8 April 35 1/4 April 50 3/4 April 81 7/16 April 71 1/2 April 50 3/4 May 29 May 36 1/2 May 53 3/8 May 79 May 67 1/2 June 29 1/8 June 37 June 55 1/16 June 81 5/16 June 69 7/16 July 30 3/16 July 36 3/4 July 64 3/16 July 73 July 64 1/2 August 30 11/16 August 38 3/8 August 62 1/2 August 56 1/16 August 64 5/16 September 33 1/16 September 41 September 67 15/16 September 62 September 65 3/4 October 32 1/4 October 46 5/8 October 64 13/16 October 69 11/16 October 73 3/16 November 34 1/8 November 50 3/4 November 71 November 69 13/16 November 69 7/8 December 34 1/4 December 49 1/4 December 71 3/8 December 76 1/2 December 68 13/16
The closing price on , 2000 was . SYNOVUS FINANCIAL CORP. (SNV) Synovus Financial Corp. is a bank holding company that provides a range of financial services. Synovus is primarily engaged in commercial, mortgage and retail banking, trust, securities brokerage and insurance services. Synovus is also engaged in transaction processing which includes credit, debit, commercial and retail card processing and related services and debt collection and bankruptcy management services. Synovus primarily offers its banking services in the southeastern United States.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- ------- --------- -------- --------- -------- --------- -------- --------- -------- -------- ------- January 5 31/64 January 8 21/64 January 14 7/16 January 21 61/64 January 24 7/8 January 19 February 5 55/64 February 8 43/64 February 15 1/2 February 23 1/2 February 23 13/16 February 16 3/8 March 5 25/32 March 10 March 13 7/64 March 24 3/4 March 20 1/2 March 16 7/8 April 6 7/64 April 10 April 16 11/64 April 23 29/64 April 22 1/8 April 18 9/16 May 6 7/32 May 10 7/32 May 17 11/64 May 22 7/16 May 20 1/8 June 6 47/64 June 9 39/64 June 18 3/8 June 23 3/4 June 19 7/8 July 7 9/64 July 10 11/64 July 18 51/64 July 22 1/4 July 18 5/16 August 7 9/16 August 10 39/64 August 17 29/64 August 18 3/16 August 18 13/16 September 7 47/64 September 11 9/16 September 14 53/64 September 19 3/4 September 18 11/16 October 7 33/64 October 13 9/32 October 14 1/2 October 23 3/16 October 21 7/16 November 8 19/32 November 14 9/16 November 21 19/64 November 22 1/16 November 20 December 8 7/16 December 14 9/32 December 21 53/64 December 24 December 19 7/8
The closing price on , 2000 was . A-9 U.S. BANCORP (USB) U.S. Bancorp is a bank holding company engaged in a general retail and commercial banking business through which it provides a variety of financial services to individuals, businesses, government entities and other financial institutions. U.S. Bancorp's bank and trust subsidiaries provide a range of fiduciary activities for individuals, estates, foundations, corporations and charitable organizations. U.S. Bancorp also provides investment services, data processing, leasing and brokerage services. U.S. Bancorp primarily operates in the midwestern and western United States.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- ------- January 12 3/64 January 17 1/2 January 25 21/64 January 36 1/2 January 33 11/16 January 22 3/16 February 12 61/64 February 19 13/64 February 26 11/64 February 38 23/64 February 32 5/16 February 18 5/16 March 13 29/64 March 19 7/8 March 24 21/64 March 41 37/64 March 34 1/16 March 21 7/8 April 13 1/2 April 20 5/64 April 25 37/64 April 42 21/64 April 37 1/16 April 20 5/16 May 14 May 20 1/8 May 27 21/64 May 39 1/8 May 32 1/2 June 13 43/64 June 19 21/64 June 28 29/64 June 43 June 33 3/8 July 14 29/64 July 20 27/64 July 29 43/64 July 46 July 31 1/8 August 15 13/64 August 21 27/64 August 29 3/16 August 34 1/8 August 30 7/8 September 16 3/64 September 22 19/64 September 32 11/64 September 35 5/8 September 30 3/16 October 16 37/64 October 22 October 33 57/64 October 36 7/16 October 37 1/16 November 17 13/64 November 24 19/64 November 35 51/64 November 37 November 34 3/16 December 16 35/64 December 22 3/4 December 37 5/16 December 35 1/2 December 23 13/16
The closing price on , 2000 was . WACHOVIA CORPORATION (WB) Wachovia Corporation is a bank holding company which provides a variety of consumer and business banking products and services, credit card services and treasury and trust administration and investment services. Wachovia primarily offers its services in Florida, Georgia, North Carolina, South Carolina and Virginia.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- ------- --------- ------- --------- ------- --------- -------- --------- ------- -------- -------- January 33 5/8 January 44 3/4 January 57 5/8 January 77 3/4 January 88 5/8 January 64 1/16 February 34 3/4 February 46 1/2 February 60 7/8 February 79 1/2 February 85 1/16 February 57 3/16 March 35 1/2 March 44 3/4 March 54 1/2 March 84 13/16 March 81 3/16 March 67 9/16 April 35 1/8 April 44 April 58 1/2 April 84 15/16 April 87 7/8 April 62 11/16 May 37 7/8 May 42 7/8 May 60 7/8 May 80 1/16 May 88 1/4 June 35 3/4 June 43 3/4 June 58 5/16 June 84 1/2 June 85 9/16 July 38 1/8 July 44 1/4 July 64 1/2 July 85 3/8 July 78 1/16 August 39 3/4 August 45 3/4 August 62 1/4 August 73 5/16 August 78 3/8 September 43 1/8 September 49 1/2 September 72 September 85 1/4 September 78 5/8 October 44 1/8 October 53 3/4 October 75 5/16 October 90 7/8 October 86 1/4 November 45 November 60 November 77 November 87 5/16 November 77 7/16 December 45 3/4 December 56 1/2 December 81 1/8 December 87 7/16 December 68
The closing price on , 2000 was . A-10 WELLS FARGO & CO. (WFC) Wells Fargo & Co. is a financial services company and a bank holding company which engages in retail, commercial and corporate banking activities. Wells Fargo also engages in mortgage banking, leasing, securities brokerage, venture capital and investment banking activities and trust services. Wells Fargo primarily operates in the midwestern and western United States.
Closing Closing Closing Closing Closing Closing 1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price - --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- ------- January 12 January 17 3/16 January 23 13/16 January 36 7/16 January 35 January 40 February 12 7/8 February 18 1/4 February 24 7/8 February 41 February 36 3/4 February 33 1/16 March 12 11/16 March 18 3/8 March 23 1/8 March 41 9/16 March 35 1/16 March 40 3/4 April 13 1/4 April 18 1/16 April 24 15/16 April 39 7/8 April 43 3/16 April 41 1/16 May 14 3/16 May 17 7/16 May 26 3/4 May 38 7/8 May 40 June 14 3/8 June 17 7/16 June 28 1/8 June 37 1/2 June 42 3/4 July 14 1/8 July 17 3/4 July 31 17/32 July 36 1/8 July 39 August 15 1/16 August 18 13/16 August 28 23/32 August 29 3/4 August 39 13/16 September 16 1/4 September 20 3/8 September 30 5/8 September 36 September 39 5/8 October 14 3/4 October 21 15/16 October 32 1/16 October 37 3/16 October 47 7/8 November 16 1/2 November 23 3/8 November 37 7/16 November 36 1/8 November 46 1/2 December 16 1/2 December 21 3/4 December 38 3/4 December 39 15/16 December 40 7/16
The closing price on , 2000 was . A-11 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- [LOGO OF REGIONAL BANKS HOLDRS] 1,000,000,000 Depositary Receipts Regional Bank HOLDRSSM Trust --------------------- P R O S P E C T U S --------------------- Merrill Lynch & Co. A.G. Edwards & Sons, Inc. , 2000 Until , 2000 (25 days after the date of this prospectus), all dealers effecting transactions in the offered Regional Bank HOLDRS, whether or not participating in this distribution, may be required to deliver a prospectus. This requirement is in addition to the obligations of dealers to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The expenses expected to be incurred in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are as set forth below. Except for the registration fee payable to the Securities and Exchange Commission, all such expenses are estimated: Securities and Exchange Commission registration fee................ $ 92,334 Printing and engraving expenses.................................... 150,000 Legal fees and expenses............................................ 200,000 Rating agency fees................................................. 0 Miscellaneous...................................................... 9,864 -------- Total............................................................ $452,198 ========
Item 15. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware, as amended, provides that under certain circumstances a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. Article XIV, Section 2 of the Restated Certificate of Incorporation of Merrill Lynch, Pierce, Fenner & Smith Incorporated provides in effect that, subject to certain limited exceptions, Merrill Lynch, Pierce, Fenner & Smith Incorporated shall indemnify its directors and officers to the full extent authorized or permitted by law. The directors and officers of Merrill Lynch, Pierce, Fenner & Smith Incorporated are insured under policies of insurance maintained by Merrill Lynch, Pierce, Fenner & Smith Incorporated, subject to the limits of the policies, against certain losses arising from any claim made against them by reason of being or having been such directors or officers. In addition, Merrill Lynch, Pierce, Fenner & Smith Incorporated has entered into contracts with all of its directors providing for indemnification of such persons by Merrill Lynch, Pierce, Fenner & Smith Incorporated to the full extent authorized or permitted by law, subject to certain limited exceptions. Item 16. Exhibits. See Exhibit Index. Item 17. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933. II-1 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of the prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (5) For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to Item 15 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant hereby certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, on June 2, 2000. Merrill Lynch, Pierce, Fenner & Smith Incorporated * By: _________________________________ Ahmass L. Fakahany Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on June 2, 2000.
Signature Title --------- ----- * Chief Executive Officer, Chairman of the ___________________________________________ Board and Director John L. Steffens * Director ___________________________________________ E. Stanley O'Neal * Director ___________________________________________ George A. Schieren * Director ___________________________________________ Thomas H. Patrick * Senior Vice President and Chief Financial ___________________________________________ Officer Ahmass L. Fakahany /s/ Stephen G. Bodurtha Attorney-in-Fact ___________________________________________ Stephen G. Bodurtha
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 2, 1999, and included as exhibits thereto, form of Depositary Trust Agreement and form of HOLDRS *5.1 Opinion of Shearman & Sterling regarding the validity of the ABC HOLDRS Receipts *8.1 Opinion of Shearman & Sterling, as special U.S. tax counsel regarding the material federal income tax consequences *24.1 Power of Attorney (included in Part II of Registration Statement)
- -------- * Previously filed. -----END PRIVACY-ENHANCED MESSAGE-----