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Filed by 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
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The following letter was distributed to CBOT members and membership interest
holders on August 8, 2000, and is currently available on the CBOT's Intranet
Sites, MemberNet and OnBoard.
August 8, 2000
Dear Fellow Member,
Prior to the first restructuring vote, I wrote you regarding the issue of
preferential pricing for CBOT members at the new electronic trading company.
Your feedback informed the Implementation Committee that this matter was of
great importance to the CBOT membership as we neared the voting stages of
restructuring. I promised that before a second vote took place, our
Implementation Committee would review the membership's "most favored nation"
(MFN) status as currently envisioned within the restructuring plan.
Currently, the CBOT's restructuring plan contemplates a three-year period of
preferential fee pricing for CBOT members at the electronic trading company.
The "Restructuring Questions and Answers" booklet distributed on May 22, 2000
states the following on page 13:
How will trading fees be established for the electronic trading company and for-
profit CBOT?
We currently expect that trading fees assessed by each company will be
determined independently by their respective boards of directors and management.
The electronic trading company, however, is currently anticipated to establish
exchange fees for CBOT members and their lessees that are no higher than those
changes to anyone else for the term of a three-year non-compete and cooperative
agreement.
Merrill Lynch, our restructuring advisor, strongly advised against establishing
a member fee preference in perpetuity. Their rationale was that such a fee
differential would have a negative effect on the company's valuation.
The Implementation Committee is willing to explore the MFN issue further, and we
would like to solicit member opinions in this process. In order for member
input to be effectively reviewed by the Committee, we are asking that members
submit their MFN proposals in writing. Please send your written suggestions
with supporting information to:
CBOT Implementation Committee
c/o Office of the Chairman
141 W. Jackson Blvd., Suite 600A
Chicago, IL 60604
Thank you for your involvement in this aspect of our restructuring plan.
Sincerely,
/s/ David P. Brennan
David P. Brennan
Restructuring Contact Information
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E-mail Address: [email protected]
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Hotline Number: (847) 326-0926
Fax Number: (312) 341-5810
Mailing Address: CBOT Restructuring
4015 Board of Trade Building
Chicago, IL 60604
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We urge CBOT 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 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.
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