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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 publication was distributed to CBOT Members and Membership
Interest holders on August 16, 2000 and is currently available on the CBOT's
intranet sites, MemberNet and OnBoard.
The Board of Directors of the Chicago Board of Trade at its regular meeting on
Tuesday, August 15, 2000 took the actions summarized below.
. . .
In accordance with the CBOT(R) Step One Restructuring initiative as previously
approved by the membership, unanimously elected David P. Brennan, Bernard W.
Dan, and Neal E. Kottke as initial directors of the CBOT's wholly-owned
subsidiary which is to be formed for the purpose of reorganizing the CBOT's
electronic trading business.
. . .
Reviewed a class action lawsuit recently filed in the Circuit Court of Cook
County by a number of Associate Members and Membership Interest holders in
connection with the implementation of the remaining steps of the CBOT's overall
restructuring strategy. The suit seeks declaratory and injunctive relief to
prevent the Defendents (specified CBOT Full Members) from breaching their
fiduciary duties to the Plaintiffs in connection with the final allocation of
equity in the proposed new companies which would result from the Step Two
Restructuring. The Board unanimously authorized the CBOT to offer to engage
legal counsel to defend this lawsuit on behalf of the Defendants.
. . .
The CBOT urges you to read the Registration Statements on Form S-4, including
the proxy statement/prospectus contained within the Registration Statements,
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, 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 by 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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08/15/00
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Received and accepted the Chief Financial Officer's reports concerning the
financial statements of the Exchange and of Ceres Trading Limited Partnership
for the six months ended July 31, 2000.
. . .
In connection with the scheduled launch of the a/c/e (CBOT(R)/Eurex Alliance)
electronic trading system, approved revisions to the CBOT trading halt policy as
indicated below:
In the event of an a/c/e emergency, the following procedures will be followed:
1. Market Supervision staff notifies the officer (or his/her designee)
designated for operations that a problem exists that may require a systems
trading halt. The designated Exchange Officer, upon assessing the
circumstances of the emergency and upon consultation with Market
Supervision staff, has full discretion to make a determination to
delay/halt trading.
2. Decision to halt a/c/e/ trading is relayed to appropriate staff, market
participants and vendors. System announcements are sent to all MISSes and
through the message board announcing the time of the trading halt.
3. Resumption of trading shall take place when the designated Exchange Officer
or his/her designee has determined that the physical emergency has
sufficiently abated to permit the orderly functioning of the system. An
approximate ten-minute notice will be provided to market participants
through distribution channels listed above prior to the resumption of
trading. System announcements will be sent to all MISSes announcing the
time of the resumption.
. . .
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08/15/00
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Confirmed the pre-holiday trading schedule for the a/c/e electronic trading
platform in connection with Labor Day, 2000. The overall CBOT schedule will be
as follows:
Friday, September 1 Open outcry Financial and Catastrophe Insurance
contracts close at 12:00 noon. All other open
outcry contracts close at their regular times.
Financial, Stock Index and Metals contract
electronic trading (a/c/e sytem) closes at 4:00
p.m. regular time.
Sunday, September 3 Overnight a/c/e closed.
Monday, September 4 All daytime trading closed. Electronic a/c/e
trading re-opens at 10:00 p.m.
. . .
Approved the removal of Harold W. Lavender, Jr. from the Implementation
Committee, by a vote of 10 "Aye" and 9 "Nay", recorded as follows:
Director Cahnman Aye Director Manning Aye
Cashman Aye Niciforo Aye
Cermak Aye Riechers Nay
Corvino Aye Sorkin Nay
Hersch Nay Thompson Nay
Kurzydlo Nay Walter Aye
Lavender Nay Weems Nay
Lee Nay Zagotta Nay
Levin Aye
Second Vice Chairman Ryan Aye
First Vice Chairman Carey Aye
. . .
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08/15/00
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Approved the following other changes in committee appointments:
Futures Commission Merchant (FCM) Committee
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Remove: Peter G. Johnson
Add: Tony Quintero
Technology Committee
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Remove: Scott C. Nations
Soybean Meal Pit Committee
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Remove: Frank J. Serio, Co-Vice Chairman
Add: Frank J. Aiello
30-Day Fed Funds Pit Committee
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Remove: Jack Traficano
Wheat Options Pit Committee
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Remove: Rosemarie Casas Clohisy
Add: Robert P. Biggers
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08/15/00
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The following press release was distributed on August 16, 2000 and is currently
available on the CBOT's Internet site and intranet sites, MemberNet and
OnBoard.
Laura T. LaBarbera
(312) 435-3649
e-mail: [email protected]
CBOT NAMES THREE INDIVIDUALS TO SERVE AS THE INITIAL
DIRECTORS OF THE CBOT'S E-COMPANY
CHICAGO, August 16, 2000-- Chicago Board of Trade (CBOT) Directors
yesterday unanimously elected three individuals to serve as directors to
the Board of the Chicago Board of Trade's electronic trading company. The
electronic trading company will be formed as a wholly-owned subsidiary of
the CBOT for the purpose of reorganizing the CBOT's electronic trading
business in connection with implementation of the CBOT's overall
restructuring strategy.
The individuals elected to serve as directors of the electronic
trading company are:
David P. Brennan, Chairman, Chicago Board of Trade
Bernard W. Dan, President, Cargill Investor Services
Neal E. Kottke, President, Kottke & Associates
Brennan said, "The naming of the initial directors of the electronic
trading company provides the foundation to move forward with this
critically important initiative."
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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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