<PAGE>
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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[CBOT LETTERHEAD]
The following press release and attachment thereto was distributed August 9,
2000 and is currently available on the CBOT's Internet site and Intranet sites,
MemberNet and OnBoard.
For Immediate Release David Prosperi
--------------------- 312-435-3456
CBOT REINCORPORATION IN DELAWARE COMPLETE
CHICAGO, August 9, 2000 - Yesterday, the reincorporation merger overwhelmingly
approved by the membership of the Chicago Board of Trade (CBOT) became effective
and, as a result, the CBOT has been reincorporated in Delaware as a Delaware
not-for-profit, nonstock corporation. In connection with the reincorporation,
the CBOT has changed its name to "Board of Trade of the City of Chicago, Inc."
Attached is a copy of a Notice to Market Participants informing them of the
reincorporation and certain other related matters.
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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<PAGE>
[CBOT LETTERHEAD]
Notice to Market Participants
On August 8, 2000, the reincorporation merger approved by the
membership of the Board of Trade of the City of Chicago ("Illinois CBOT")
became effective and, as a result, Illinois CBOT has been reincorporated in
Delaware as a Delaware not-for-profit, nonstock corporation (the "CBOT"). In
connection with the reincorporation in Delaware, Illinois CBOT has changed its
name to "Board of Trade of the City of Chicago, Inc."
The Commodity Futures Trading Commission has confirmed that, upon
consummation of the reincorporation of Illinois CBOT in Delaware, all contract
market designations were transferred from Illinois CBOT to the CBOT. In
addition, at such time, all open interest of Illinois CBOT was transferred to
the CBOT.
The CBOT will be governed by the CBOT's Amended and Restated
Certificate of Incorporation, Amended and Restated Bylaws, which include the
CBOT's Rules, and the CBOT's Regulations and Interpretations. As set forth in
the Ballot Disclosure Materials distributed to the members of Illinois CBOT in
connection with the membership vote on the initial steps of the overall
restructuring, the reincorporation merger resulted in certain changes to the
Special Charter and Rules and Regulations of Illinois CBOT.
For a copy of the CBOT's Amended and Restated Certificate of
Incorporation, Amended and Restated Bylaws, which include the CBOT's Rules, and
the CBOT's Regulations and Interpretations, please contact the Secretary of the
CBOT at 141 West Jackson Boulevard, Chicago, Illinois 60604.
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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