<PAGE>
Filed by the Board of Trade of the City of Chicago (CBOT)
Subject Company - Board of Trade of the City of Chicago
Pursuant to Rule 425 under the Securities Act of 1933
File No. 132-01854
* * * *
The following letter was delivered to CBOT members and membership interest
holders on August 21, 2000, and is currently available on the CBOT's intranet
sites, MemberNet and OnBoard.
* * * *
August 21, 2000
Dear Fellow Member,
I wish to thank everyone who was able to attend or listen to the floor meeting
on August 16. The following letter is, in essence, what I wanted to express to
our membership at last Wednesday's meeting.
In the midst of what is a difficult time for all of us, we cannot tear apart
this institution from the inside out. We are separating and weakening ourselves
by perpetuating unsubstantiated rumors. We have to establish what is FACT. I
know that persuasive power of the press and the strength of the CBOT's rumor
mill reach you more often than I am able to. We need to dispel these influences
and secure what truths lie beneath the dominant Exchange issues.
The issues that the CBOT is currently addressing--Eurex Alliance, CBOE,
restructuring, MFN, A/C/E batch window, and our Exchange's financial health--are
sophisticated business problems. THERE ARE NO QUICK SOLUTIONS. I want you to
know that the CBOT does not intentionally shield need-to-know information from
its membership. Given the constantly evolving process of our restructuring
meetings, any information released to the membership would have to be quickly
retracted and changed. Like any other institution undergoing organizational
change, we are presenting our proposals as finished products. A daily update
would only serve to cause confusion.
Sound rational business decisions should be the metric that the Exchange uses
rather than the court of public opinion played out in the press and often on the
Internet. Our members' financial livelihood depends on the ongoing success of
the Chicago Board of Trade. As a member, I want well-thought-out business
decisions; decisions that maximize the present value of future trading
opportunities, maximize shareholder value, and allow the institution to
financially prosper. The following are facts that I wanted to establish at
Wednesday's floor meeting:
The Implementation Committee nominated and the Board approved three fellow
members for the board of the electronic trading company, which we expect to be
formed in the near future.
<PAGE>
There has been diligent work on draft business plans for both eCBOT and CBOT
with input from our financial and strategic advisors. The goal is to have these
plans reviewed by the Executive Committee and Board in the near future.
Together with our lawyers, bankers, consultants and accountants, we are
diligently preparing the registration statement, which will be the disclosure
document relating to the next step of the Restructuring. This disclosure
document will contain all material information relevant to your vote on the next
step of the Restructuring. It is our current goal to file the registration
statement with the SEC early in the fourth quarter of this year and, assuming
the SEC review process goes well, we expect that the membership vote on the next
step of the restructuring will follow shortly thereafter.
We have a contractual agreement with Eurex. Continuing our work with Eurex is
advantageous from an economic and business standpoint.
We continue to have merger talks with CBOE. These are complicated talks as we
are working on critical issues of membership and trading rights. I am sure that
you understand that confidential issues and discussions need to stay
confidential.
The Implementation Committee is again exploring the MFN issue, as promised to
you. We have solicited your proposals and supporting information. We will take
every proposal seriously and work with our financial advisor on any alternatives
that would not have a negative impact on the value of the electronic trading
company.
I have repeatedly stated in previous speeches that I believe in this institution
and its members, and I still do. We must continue to make business decisions and
move forward. The CBOT has enjoyed immense success over its 152 years of
operation. At this time, however, our membership has to have the courage to
embrace change, or the world will move on and leave us to our glorious history.
WHAT WE WANT, AND WHAT WE MUST CREATE, IS A FUTURE.
It is not good enough that we voted to change. Now we have to execute the plan
to change. Just as you would a trade, use sound business judgement when
addressing these issues, not your emotions. Focusing on the facts, and not
allowing ourselves to be swayed by unsound information, will strengthen this
institution and enable restructuring to run more smoothly.
Thank you again for attending or listening to Wednesday's meeting. I also
appreciate your taking the time to read the information contained in this
letter.
Sincerely,
David P. Brennan
* * * *
The CBOT urges its members and membership interest holders to read the
Registration Statements on Form S-4, including the proxy statement/prospectus
contained within the Registration Statements, regarding the CBOT restructuring
referred to herein or in connection herewith, when it becomes available, as well
as the other documents that the CBOT has filed or will file with the Securities
and Exchange Commission, because they
<PAGE>
contain or will contain important information. CBOT members and membership
interest holders may obtain a free copy of the proxy statement/prospectus, when
it becomes available, and other documents filed by the CBOT at the Commission's
web site at www.sec.gov, or from the CBOT by directing such request in writing
or by telephone to: Board of Trade of the City of Chicago, 141 W. Jackson Blvd.,
Chicago, Illinois 60604-2994, Attention: Office of the Secretary, Telephone:
(312) 435-3605, Facsimile: (312) 347-3827. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of securities in any state in which offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
