<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 press release will be distributed on June 28, 2000.
FOR IMMEDIATE RELEASE David Prosperi
312-435-3456
Katherine Spring
312-475-5987
CBOT MEMBERSHIP OVERWHELMINGLY APPROVES HISTORIC STEP IN RESTRUCTURING
INITIATIVE WITH NEARLY 91% FAVORABLE VOTE
Exchange moves towards implementation of remaining steps of restructuring
strategy
CHICAGO, June 28, 2000 - Chicago Board of Trade members today overwhelmingly
voted in favor of implementation of the initial step of the Exchange's strategy
to restructure as a for-profit, demutualized organization, with 90.7% of the
votes cast in support. This initial step will allow the CBOT to reincorporate
as a Delaware non-stock, not-for-profit corporation, which will serve to
facilitate the CBOT's future restructuring efforts.
CBOT Chairman David Brennan said, "I applaud the CBOT membership for embracing
change and coming together in support of this historic initiative. CBOT members
have once again demonstrated their commitment to this institution, its future
and its legacy. This is a tremendous vote of confidence in the direction our
exchange is headed. By reincorporating in Delaware, which will provide us
greater flexibility, and modernizing our corporate governance structure, we can
take control of our destiny and emerge as the industry's most nimble, proactive
and dynamic futures exchange."
Interim President & CEO Dennis Dutterer said, "This is the dawn of a new era for
the CBOT. It is with great confidence that our management team will continue to
work closely with the Board of Directors and the Implementation Committee to
develop the remaining terms of the overall restructuring."
Re-incorporation efforts are being initiated. Reincorporating in Delaware is
considered a key step in any CBOT's restructuring plan the CBOT may implement.
The CBOT Board of Directors approved the Exchange's overall restructuring
strategy on January 19, 2000. Once the remaining terms of the overall
restructuring have been developed, a second membership vote will be conducted at
a later date.
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 with 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 the
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 statement will be recorded and available for playback by telephone
on and after June 28, 2000.
HOTLINE ANNOUNCEMENT
Results are as follows for the June 28, 2000 Chicago Board of Trade membership
ballot/proxy vote.
PROPOSITIONS
------------
With respect to the initial step of the restructuring as described in the
document entitled "Chicago Board of Trade Restructuring - Step One - Ballot
Disclosure"
PASSED
By a vote of 1104 4/6 "In Favor"
to 103 2/6 "Against"
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. You may obtain a free copy of
the proxy statement/prospectus, when it becomes available, and other documents
filed by the CBOT at the SEC's web site at www.sec.gov, or from the Office of
the Secretary at the CBOT.
Thank you for calling.
<PAGE>
The following letter will be distributed to CBOT members and membership interest
holders on June 29, 2000.
June 28, 2000 [LOGO OF CHICAGO BOARD OF TRADE]
Mr. David P. Brennan
Chairman of the Board
Board of Trade
Of the City of Chicago
Dear Sir:
The undersigned tellers were appointed to receive and count the ballot/proxy
votes cast this day and hereby submit the following report:
PROPOSITIONS
------------
With respect to the initial step of the restructuring as described in the
document entitled "Chicago Board of Trade Restructuring - Step One - Ballot
Disclosure" (The "Ballot Disclosure"), the following propositions:
(1) approve the election by the CBOT to accept and be governed by the NFP
Act as set forth in the Ballot Disclosure;
(2) approve the amendment to the CBOT's special charter as set forth in
the Ballot Disclosure; and
(3) approve the reincorporation merger of the CBOT in Delaware as set
forth in the Ballot Disclosure.
<TABLE>
<CAPTION>
AM REGULAR TOTAL
-- ------- -----
Total Count
----- -----
<S> <C> <C> <C> <C>
Total number of
ballot/proxies cast 471 78 3/6 1139 1217 3/6
--- ------ -------- --------
Ballot/Proxies FOR 394 65 4/6 1039 1104 4/6
--- ------ -------- --------
Ballot/Proxies AGAINST 74 12 2/6 91 103 2/6
--- ------ -------- --------
BLANKS 3 9
--- --------
MAJORITY FOR 1001 2/6
--- --------
</TABLE>
Each ballot/proxy shall serve as a written ballot pursuant to Rules 105.00 and
Rule 109.00 of the CBOT Rules & Regulations with respect to Propositions (1) and
(2) above and shall serve as a Proxy Ballot pursuant to Rule 111.00 and
Regulation 111.01 of the CBOT Rules & Regulations with respect to Proposition
(3) above. Proxy Ballots will be voted at the special meeting of members to be
conducted on July 7, 2000.
T E L L E R S
/s/ John J. Biedrow /s/ J XXXXXXXX
---------------------------- ----------------------------
/s/ XXXXXXXXXXXXX /s/ Robert Nelson
---------------------------- ----------------------------
/s/ Joseph W. XXXXXX /s/ Daniel F. Cyainski
---------------------------- ----------------------------
/s/ Paul J. Draths
Paul J. Draths
Vice President and Secretary
The compilation of the June 28, 2000 ballot/proxy results was supervised and
monitored by Deloitte & Touche LLP.
/s/ Deloitte & Touche
---------------------------
Deloitte & Touche LLP
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>
The following letter will be distributed to CBOT members and membership interest
holders on June 29, 2000.
June 29, 2000
Dear Fellow Members:
On behalf of the Board of Directors, I am extremely pleased by the membership's
overwhelming vote in support of implementation of the initial step of our
overall restructuring strategy. This is a historic time for the CBOT, and your
vote demonstrates the confidence you have placed with the Board of Directors,
the Implementation Committee and our staff to position the Chicago Board of
Trade to compete and to win.
Your approval of the initial step of the restructuring strategy will allow us to
reincorporate the CBOT in Delaware as a Delaware non-stock, not-for-profit
corporation. This is a necessary first step of our restructuring strategy,
which will provide us flexibility with respect to implementation of the overall
restructuring strategy. Further, implementation of this step will allow us to
move forward with development of our plans to position our members to own the
future by creating the best possible open outcry and electronic trading
businesses.
We entered this year with a bold plan for the future of this institution. Our
industry is changing, and we must embrace that change if we are to reinvent
ourselves. We have an opportunity to dominate the future and I believe our
restructuring plan gives us that chance.
Like you, I believe in the Chicago Board of Trade, its history as a market
leader, and in the wisdom of its members to see this opportunity and grab it. I
see a bright future for all of us as members. That is why I will seek your
continuing support for implementation of our restructuring as we move forward
with a plan that is in keeping with the CBOT's tradition of industry leadership
in an increasingly global and technologically advanced marketplace.
If you have any questions on any aspect of our restructuring initiative, you can
contact us via a variety of ways listed below.
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.
