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Filed by Board of Trade of the City of Chicago, Inc. (CBOT)
Subject Company -- Board of Trade of the City of Chicago, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
File No. 132-01854
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The following press release was distributed after the close of business on
October 12, 2000 and is currently available on the CBOT's Internet site and
intranet site, MemberNet.
David P. Prosperi
Laura T. LaBarbera
312-435-3620
e-mail: [email protected]
CBOT MEMBERS PASS PROPOSITION TO REDUCE SIZE OF BOARD OF DIRECTORS
CHICAGO, October 12--The Chicago Board of Trade membership yesterday voted
to amend the CBOT's Charter allowing for a reduction in the size of the
CBOT's Board of Directors and Nominating Committee.
Passed by a vote of 608 in favor to 103 and five-sixths against, the CBOT
membership authorized the change in the size of the Board of Directors to
18 positions from a 27-member Board and to five positions from a seven-
member Nominating Committee.
CBOT Chairman David P. Brennan said, "This vote advances the Exchange's
overall strategic goals by helping to streamline the CBOT's governance
structure. I applaud the wisdom of our membership in supporting this
critical initiative."
The CBOT(R) urges its members and membership interest holders to read the
Registration Statement on Form S-4, including the proxy statement/prospectus
contained within the Registration Statement, regarding the CBOT(R) restructuring
referred to herein or in connection herewith, when it becomes available, as well
as the other documents that the CBOT(R) has filed or will file with the
Securities and Exchange Commission, because they contain or will contain
important information. CBOT(R) 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(R) at the Commission's web site at
www.sec.gov, or from the CBOT(R) by directing such request in writing or by
telephone to: Board of Trade of the City of Chicago, Inc., 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.
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The following message was made available to CBOT members and membership interest
holders by telephone after the close of business on October 12, 2000.
HOTLINE ANNOUNCEMENT
Results are as follows for the October 12, 2000 Chicago Board of Trade
membership vote.
The PROPOSITION to
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Amend the CBOT Charter, Bylaws and Rules, as indicated in the Ballot Disclosure,
to reduce the size of the Board of Directors and of the Nominating Committee
PASSED
By a vote of 608 "In Favor"
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to 103 5/6 "Against"
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The CBOT urges you to read the Registration Statement on Form S-4, including the
proxy statement/prospectus contained within the Registration Statement,
regarding the CBOT restructuring, when it becomes available, as well as the
other documents that the CBOT has filed or will file with the SEC, because they
contain or will contain important information. You may obtain a free copy of the
proxy statement/prospectus, when it becomes available, and other documents filed
by the CBOT at the SEC's web site at www.sec.gov, of from the Office of the
Secretary at the CBOT.
Thank you for calling.
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The following letter was distributed to CBOT members and membership interest
holders after the close of business on October 12, 2000.
[LOGO OF THE CHICAGO BOARD OF TRADE]
October 12, 2000
Mr. David P. Brennan
Chairman of the Board
Board of Trade
Of the City of Chicago, Inc.
Dear Sir:
Deloitte & Touche LLP was engaged to tabulate the votes cast by proxy and in
person at a special meeting of the membership, held at 2:30 p.m. on October 12,
2000. We hereby submit the following report:
PROPOSITION
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Amend the CBOT Charter, Bylaws and Rules, as indicated in the Ballot Disclosure,
to reduce the size of the Board of Directors and of the Nominating Committee.
AM REGULAR TOTAL
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Total Count
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Total number of
ballots cast 167 27 5/6 684 711 5/6
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Ballots FOR 138 23 585 608
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Ballots AGAINST 29 4 5/6 99 103 5/6
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BLANKS 0 0
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MAJORITY FOR 504 1/6
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The foregoing October 12, 2000 ballot results were tabulated by Deloitte &
Touche LLP.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
/s/ Paul J. Draths
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Paul J. Draths
Vice President and Secretary
The CBOT urges you to read the Registration Statement on Form S-4, including the
proxy statement/prospectus contained within the Registration Statement,
regarding the CBOT restructuring, when it becomes available, as well as the
other documents that the CBOT has filed or will file with the SEC, because they
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
website 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, Inc., 141 W. Jackson
Blvd., Chicago, Illinois 60604, 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 such 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.
****
