<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
The following letter and attachments thereto were distributed to CBOT members
and membership interest holders on June 29, 2000.
June 29, 2000
Dear Fellow Members,
The attached is for your information.
Sincerely,
/s/ David P. Brennan
David P. Brennan
Email: [email protected]
----------------------
Hotline: (847) 326-0926
Phone: (312) 347-5102
Fax: (312) 341-5810
Mail: CBOT Restructuring
4015 Board of Trade Building
Chicago, IL 60604
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 by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
<PAGE>
June 29, 2000
BY MESSENGER
Mr. William J. Brodsky, Chairman & CEO
Mr. Thomas A. Bond, Vice Chairman
Mr. Edward Joyce, President
Chicago Board Options Exchange
LaSalle at Van Buren
Chicago, IL 60605
Dear Bill, Tom and Ed:
We have received a copy of the Information Circular you issued today. We note
that CBOE seems now to be taking the position that Step One of our
restructuring, our reincorporation in Delaware, would not result in the
extinguishment of the Exerciser Right. Since our Membership has now
resoundingly voted in support of Step One, we are pleased that CBOE now
apparently accepts our position that reincorporation in Delaware will not
jeopardize the Exerciser Right. We would appreciate written confirmation of
your position, as well as of your agreement to take no steps that purport to
extinguish the Exerciser Right as a result of Step One, as a showing of your
continued good faith, by the close of business today to remove any ambiguity or
uneasiness among our mutual members. We agree with your conclusion that to do
otherwise "would not be in the interest of fair and orderly markets on the
CBOE."
Sincerely,
/s/ David P. Brennan
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 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.
<PAGE>
[CBOE LOGO]
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CHICAGO BOARD OPTIONS EXCHANGE
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Information Circular IC00-64
Date: June 29, 2000
To: The Membership
From: The Office of the Chairman
Re: Clarification of Status of CBOE Exercise Rights
Yesterday, the Members of the Chicago Board of Trade ("CBOT") voted to
reincorporate in Delaware as the first step in the demutualization of their
exchange. In the interest of keeping the membership informed we are distributing
this circular regarding the status of CBOT exercisers.
The CBOT vote, itself, has no direct effect on the exercise right. What the vote
accomplishes is that it allows CBOT management to reincorporate in Delaware,
paving the way for the subsequent steps of their demutualization. Although CBOE
believes that reincorporation of CBOT as a Delaware corporation is inconsistent
with the exercise right, it is not CBOE's intention to bar CBOT exercisers from
the CBOE trading floor at this time. This would not be in the interest of fair
and orderly markets on the CBOE. However, it remains CBOE's position that the
planned demutualization, as described in the CBOT's materials, will cause the
exercise right to be extinguished. CBOE has not waived any of its legal
arguments and will exert those arguments if and when necessary.
It is our immediate intention to continue to negotiate with the CBOT over the
next several weeks in the hope that we can jointly develop a permanent
resolution to the relationship between our exchanges. We will keep you informed
of developments. If you have any questions or comments please don't hesitate to
contact us.
William J. Brodsky Thomas A. Bond Edward Joyce
Chairman and CEO Vice Chairman President
(312) 786-7001 (312) 786-7088 (312) 786-7310
[email protected] [email protected] [email protected]
400 South LaSalle Street Chicago, Illinois 60605-1023 www.cboe.com
* * * *
<PAGE>
The following press release and attachments thereto were distributed on June 29,
2000.
For Immediate Release David P. Prosperi
(312) 435-3621
CHICAGO, June 29-- The attached letters were distributed this morning
to the CBOT membership by Chairman David Brennan.
# # # #
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.
<PAGE>
June 29, 2000
BY MESSENGER
Mr. William J. Brodsky, Chairman & CEO
Mr. Thomas A. Bond, Vice Chairman
Mr. Edward Joyce, President
Chicago Board Options Exchange
LaSalle at Van Buren
Chicago, IL 60605
Dear Bill, Tom and Ed:
We have received a copy of the Information Circular you issued today. We note
that CBOE seems now to be taking the position that Step One of our
restructuring, our reincorporation in Delaware, would not result in the
extinguishment of the Exerciser Right. Since our Membership has now
resoundingly voted in support of Step One, we are pleased that CBOE now
apparently accepts our position that reincorporation in Delaware will not
jeopardize the Exerciser Right. We would appreciate written confirmation of
your position, as well as of your agreement to take no steps that purport to
extinguish the Exerciser Right as a result of Step One, as a showing of your
continued good faith, by the close of business today to remove any ambiguity or
uneasiness among our mutual members. We agree with your conclusion that to do
otherwise "would not be in the interest of fair and orderly markets on the
CBOE."
Sincerely,
/s/ David P. Brennan
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 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.
<PAGE>
[CBOE LOGO]
------------------------------
CHICAGO BOARD OPTIONS EXCHANGE
------------------------------
Information Circular IC00-64
Date: June 29, 2000
To: The Membership
From: The Office of the Chairman
Re: Clarification of Status of CBOE Exercise Rights
Yesterday, the Members of the Chicago Board of Trade ("CBOT") voted to
reincorporate in Delaware as the first step in the demutualization of their
exchange. In the interest of keeping the membership informed we are distributing
this circular regarding the status of CBOT exercisers.
The CBOT vote, itself, has no direct effect on the exercise right. What the vote
accomplishes is that it allows CBOT management to reincorporate in Delaware,
paving the way for the subsequent steps of their demutualization. Although CBOE
believes that reincorporation of CBOT as a Delaware corporation is inconsistent
with the exercise right, it is not CBOE's intention to bar CBOT exercisers from
the CBOE trading floor at this time. This would not be in the interest of fair
and orderly markets on the CBOE. However, it remains CBOE's position that the
planned demutualization, as described in the CBOT's materials, will cause the
exercise right to be extinguished. CBOE has not waived any of its legal
arguments and will exert those arguments if and when necessary.
It is our immediate intention to continue to negotiate with the CBOT over the
next several weeks in the hope that we can jointly develop a permanent
resolution to the relationship between our exchanges. We will keep you informed
of developments. If you have any questions or comments please don't hesitate to
contact us.
William J. Brodsky Thomas A. Bond Edward Joyce
Chairman and CEO Vice Chairman President
(312) 786-7001 (312) 786-7088 (312) 786-7310
[email protected] [email protected] [email protected]
400 South LaSalle Street Chicago, Illinois 60605-1023 www.cboe.com
* * * *
<PAGE>
The following e-mail was distributed to CBOT Employees on June 29, 2000.
June 29, 2000
TO: All Employees
FR: Dennis Dutterer
RE: Results of Membership Vote on Initial Step of Our Restructuring
Yesterday, the members of the CBOT voted overwhelmingly in favor of
re-incorporating the Exchange as a Delaware non-stock, not-for-profit
corporation. Their endorsement of the first step of the Board of Directors'
restructuring strategy puts us in a position to facilitate the CBOT's future
restructuring efforts.
As I said in our press release last night, I believe this is the dawn of a new
era for the CBOT. There is much work left to do, and our management team will
continue to work with the Board of Directors and the Implementation Committee to
develop the remaining terms of the overall restructuring.
I plan to continue my twice-weekly meetings throughout the summer with various
groups of employees. I believe there will be a role for many of our employees
in the two new entities, and I will want to continue our dialogue so we can
discuss the future direction of the Chicago Board of Trade. In the interim, I
am always available via e-mail at ddut72. Thank you again for the work you are
doing on behalf of the members and markets of the CBOT.
================================================================================
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 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.
* * * *
<PAGE>
The following letter was distirbuted to a CBOT member on June 29, 2000.
June 29, 2000
John Oliver Lavender
311 Rosewood Avenue
Winnetka, IL 60093
Dear Mr. Lavender:
Thank you for your letter of June 18 and for your thoughts on the CBOT's
restructuring strategy. All of us agree that the Chicago Board of Trade must
change its governance model if we are to remain competitive and ensure the
future growth of our markets. The restructuring strategy as approved by the
Board of Directors puts your Exchange on that path for growth and future
success.
This plan was chosen because it best met the following criteria: maximize
membership value, helps to enable the CBOT to remain the center of liquidity
for its existing and new products, enhance the corporate governance structure,
best position the CBOT for the future, and can be successfully implemented.
The membership's overwhelming approval to reincorporate the CBOT in Delaware as
a Delaware non-stock, not-for-profit corporation is a necessary first step for
restructuring.
Your Board of Directors believes the execution of this restructuring initiative
will best position the Chicago Board of Trade for future industry leadership
and success. We have much work to do before our members are asked to vote on
the overall restructuring strategy, and I am confident we will have further
opportunities for members to share their views on the future direction of our
Exchange.
Sincerely,
/s/ David P. Brennan
David P. Brennan
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 by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
* * * *
