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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 sign was posted on July 7, 2000.
CHICAGO BOARD OF TRADE
SPECIAL MEMBERSHIP MEETING
RE: CBOT RESTRUCTURING
PROPOSAL
FRIDAY, JULY 7, 3:00 P.M.
CONFERENCE ROOM B, 6TH FLOOR
Members who already have
submitted a signed ballot/proxy
do not need to attend.
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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The following Script was used to conduct a special meeting of members on
July 7, 2000.
Board of Trade of Trade of the City of Chicago
Special Meeting of the Membership
July 7, 2000
This script is for use at the special meeting of the membership of the
Board of Trade of the City of Chicago, an Illinois corporation organized under
the Illinois General Not for Profit Corporation Act of 1986, as amended to be
held in Suite 600, Conference Room B of the CBOT's offices at 141 West Jackson
Blvd, Chicago, Illinois 60604 between the hours of 3:00 p.m. and 3:30 p.m.,
Central time, on July 7, 2000.
Chairman: Charles P. Carey
Secretary: Paul J. Draths
Inspectors of
the Election: William Smith, John Biedron, and Daniel Czarnecki
Chairman: The special meeting of the membership of the Board of Trade of
the City of Chicago will come to order.
Mr. Draths has the following items available for inspection by
any member entitled to vote at this meeting:
(1) Secretary's Letter of Instruction, dated June 1, 2000;
(2) Secretary's Letter of Instruction, dated June 8, 2000; and
(3) Ballot Disclosure.
Any member entitled to vote at this meeting desiring to inspect
those documents may do so at this time or at the conclusion of
the meeting.
Mr. Draths, you are hereby instructed to preserve those documents
among the association records of the Board of Trade of the City
of Chicago.
Secretary: Mr. Chairman, I wish to report that ______ votes are represented
by proxy at this meeting, which pursuant to Rule 106.00 of the
Chicago Board of Trade Rules & Regulations represents a quorum
for the purpose of this meeting.
Chairman: A quorum being represented at the meeting, I now declare the
meeting duly convened and constituted.
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If any of the members entitled to vote at this meeting have
previously executed proxies for this meeting and wish to revoke
them and vote personally, or who have not executed proxies for
this meeting and wish to vote personally, they should notify Mr.
Draths at this time. [Verify that all persons are either Full
Members or Associate Members as of June 8, 2000.]
We will now proceed with the main business of the meeting.
William Smith, John Biedron and Daniel Czarnecki are hereby
appointed as tellers or inspectors in charge of the ballot/proxy
voting at the meeting today.
The first and only order of business is the approval by the
members entitled to vote of the reincorporation merger of the
CBOT in Delaware, which includes:
(a) approval and adoption of the Agreement and Plan of Merger,
dated as of May 16, 2000, between CBOT and Delaware CBOT,
Inc., as set forth in the Ballot Disclosure, including the
Exhibits thereto;
(b) approval of the CBOT's performance of its obligations under
the Merger Agreement;
(c) approval and adoption of the Amended and Restated
Certificate of Incorporation of the Board of Trade of the
City of Chicago, Inc., a Delaware nonstock, not-for-profit
corporation, and the Amended and Restated Bylaws of Delaware
NFP CBOT, as set forth in the Ballot Disclosure, including
the Exhibits thereto; and
(d) approval and adoption of the corresponding amendment, repeal
and elimination of the current special charter of the CBOT
and certain Rules and Regulations as set forth in the Ballot
Disclosure, including the Exhibits thereto.
I will now entertain a motion that the reincorporation merger of
the CBOT in Delaware, as described in the Ballot Disclosure,
including Exhibits thereto, be approved.
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Member #1: Mr. Chairman, I am a [Full][Associate] Member of the CBOT and I
move that the reincorporation merger of the CBOT in Delaware be
approved.
Member #2: Mr. Chairman, I am a [Full][Associate] Member of the CBOT and I
second the motion.
Chairman: The motion has been moved and seconded. Is there any discussion?
[Pause]
Unless there are any questions or further discussions, we will
now proceed to vote on the approval of the reincorporation merger
of the CBOT in Delaware, as described in the Ballot Disclosure,
including Exhibits thereto.
Messrs. Smith, Biedron and Czarnecki would you please report the
results of the vote on the reincorporation merger of the CBOT in
Delaware once you have tallied the votes.
Teller#1: The results of the vote are that the reincorporation merger of
the CBOT in Delaware has been approved.
Chairman: The main business of this meeting having been completed, I will
now open the floor for questions.
[Chairman responds to any questions at this time.]
If there are no further questions, comments or business, I will
entertain a motion to adjourn.
[Chairmen need only address other business if brought before the
meeting by unanimous consent of those present at the meeting.]
Member#1: Mr. Chairman, I am a [Full][Associate] Member of the CBOT and I
move that the meeting be adjourned.
Member#2: Mr. Chairman, I am a [Full][Associate] Member of the CBOT and I
second the motion.
Chairman: Those in favor of the motion say "Aye," [Pause] opposed "No."
The meeting is adjourned.
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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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