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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 July 25, 2000 and is available on the CBOT's Internet and Intranet
sites.
[CBOT LETTERHEAD]
July 25, 2000
Dear Fellow Members:
Several weeks ago, the membership overwhelmingly approved the
implementation of the initial step of our overall restructuring strategy, which
will enable the CBOT to reincorporate in Delaware as a Delaware nonstock, not-
for-profit corporation. In addition, shortly after the membership vote, we
filed a lawsuit seeking a declaration that the CBOT's reincorporation in
Delaware would not extinguish the Exercise Right and asked the Court to prevent
the CBOE from taking any action to the contrary. The purpose of this letter is
to provide you information on the status of the implementation of our overall
restructuring strategy as well as litigation with the CBOE.
Immediately following membership approval of the initial step of the
overall restructuring strategy, the CBOT initiated the process of implementing
the actions necessary to reincorporate in Delaware. At this time, we are
awaiting approval from the Commodity Futures Trading Commission, which we expect
to receive shortly, to proceed with the reincorporation merger that will change
the CBOT's status to a Delaware nonstock, not-for-profit corporation. In
addition, following the reincorporation in Delaware, we plan to initiate the
process of forming the electronic trading company for the purpose of
reorganizing our electronic trading business, part of which is currently
operated by Ceres Trading Limited Partnership.
As you are aware, on June 30, 2000, we brought suit to enforce our 1992
Agreement with the CBOE and to obtain a court determination that the CBOT's
reincorporation in Delaware would not extinguish the Exercise Right. As
anticipated, the CBOE has moved to dismiss the lawsuit, arguing that disputes
over the Exercise Right can only be resolved by the CBOE, subject to SEC review.
At our urging, the court has agreed to rule on that motion on an accelerated
schedule; the next scheduled hearing is set for August 3, 2000. In the event
the court denies the motion to dismiss and allows the case to proceed, we will
then urge expedited treatment of the motion for summary judgment we filed on
July 6, 2000.
Once again, I commend the membership for approving the first step of the
overall restructuring, which is another ground-breaking step in continuing the
Board of Trade's tradition of industry leadership in the increasingly global and
technologically advanced
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marketplace. As further developments occur, I will strive to communicate them to
the membership as soon as practicably possible.
Sincerely,
/s/ David P. Brennan
David P. Brennan
Chairman of the Board
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 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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