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Filed by Board of Trade of the City of Chicago, Inc. (CBOT)
Subject Company -- Board of Trade of the City of Chicago, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
File No. 132-01854
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The following communication was distributed on January 12, 2001.
Questions and Answers
Nick Neubauer
CBOT Chairman -- January 11, 2001
1. Have you been busy since taking office?
Actually, I've been pretty busy ever since December 6, the day of the
election. I have been at the Exchange just about every day talking to members
and CBOT employees.
I have also talked to the leaders of all the Chicago exchanges -- CME, CBOE
and Chicago Stock Exchange. Although these were basically "get acquainted"
meetings, I learned some pretty important things at each exchange.
2. Give me an example.
At the CME, they made some important commitments to members to ensure that
everyone signed on to their restructuring plan.
That exchange stated that an open outcry pit would continue to be supported
as long as it made a "liquid" market. That meant essentially that it had to
maintain at least 30% of the volume in its product. The definition is a little
more technical than that, but that's the basic meaning.
This is better than simply leaving it to the Board of Directors. It sets a
clear performance standard.
Remember that it doesn't mean that a pit will be closed if it falls below
30%; the Board of Directors will make a review and consider it.
But if it stays above 30%, it stays open unless the members vote otherwise.
This would remove the "doom and gloom" that comes from no guidelines. This has
a bad effect on keeping employees as well as bringing in new traders.
I feel we must have this as a core right in our restructuring or members
will not vote for it.
I also learned some pretty important things from Bob Forney at the
Chicago Stock Exchange. His message is to pay attention to your core business
and concentrate on building value. For us, this means to recognize the
importance of open outcry markets and do what we can to make them as competitive
and technically efficient as possible. The customer will choose how he wants to
trade and it is up to us to see that he has a fair choice between the two
platforms.
3. How about a new CEO? Are we getting close?
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Yes. As you can imagine, I can't talk about this in detail. It's unfair
to the candidates and makes it difficult to get the best person for the job.
But no one wants a new CEO more than I do. It makes the Chairman's job
much easier.
I promised this would be done by the end of the 1st Quarter, 2001. I hope
and definitely expect that it will be done sooner.
4. Speaking of promises, you said in your January 2 letter to members you would
keep the promises made in your campaign. What else did you promise?
I looked through my letters to the members and other materials and found 10
promises. They were:
1. Permanent CEO by end of 1st Quarter, 2001.
2. Regular communication with members, with monthly information meetings.
3. "Core rights" provisions concerning open outcry pit closure that
maintain pits if they are "liquid".
4. Review clearing relationships, considering both CBOT interests and FCM
concerns.
5. Improve technical efficiency of open outcry ("electrify open outcry").
6. Protect CBOE exercise right.
7. Member Chairman.
8. Member Fee Preference.
9. Review finances and use the exchange in efficient manner. Stop wasting
money.
10. Restructuring and overall vision: Look at member profits and exchange
profits as part of overall business plan. Offer and support two
platforms and give customers a choice between electronically assisted
and technically efficient open outcry and an electronic platform.
5. Have you started on these commitments?
I have taken steps on all of these. Most of them are "ongoing" in that
they are
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continual parts of the program. The CEO promise, of course, can be checked off
when it happens.
Regular communication is easy to keep. I will have one meeting per month
with members. This month it's on January 11; next month it will be the Annual
Meeting. In between such meetings, I will be available and send out occasional
letters.
Communication goes two ways. I learn from the members.
6. How about restructuring?
I am committed to this and we will be taking action in the near future.
Our plans must include "core rights" promises on open outcry pit closures
and member fee preference. They keep value in our seats.
Overall, we have to look at both member profits and exchange profits as
part of an overall business plan. The customer will decide where he wants, his
orders filled and right now we should provide both platforms.
I am here to increase the overall value of our enterprise. That is what
"for profit" means to me.
The CBOT urges its members and membership interest holders to read the
Registration Statement on Form S-4, including the proxy statement/prospectus
contained within the Registration Statement, 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, Inc., 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 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.
