Chicago Mercantile Exchange Inc – ‘8-K’ for 9/25/01

On:  Thursday, 11/15/01   ·   For:  9/25/01   ·   Accession #:  950172-1-501144   ·   File #:  333-95561

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4±    16K 

Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    

FORM 8-K    

CURRENT REPORT    
PURSUANT TO SECTION 13 OR 15(d) OF THE    
SECURITIES EXCHANGE ACT OF 1934     

September 25, 2001    
Date of report (Date of earliest event reported)    

CHICAGO MERCANTILE EXCHANGE INC.    
-------------------------------------     
(Exact Name of Registrant as Specified in Charter)    

Delaware                    000-32645                 36-4340266
  ----------                   ----------              ---------------
(State or Other Jurisdiction       (Commission               (IRS Employer      
  of Incorporation)              File Number)            Identification No.)

30 South Wacker Drive, Chicago, Illinois                          60606         
-----------------------------------------                       --------        
(Address of Principal Executive Office)                         (Zip Code)      

Registrant's telephone number, including area code:  (312) 930-1000             

N/A     
---------------------------------------------------     
(Former Name or Former Address, if Changed Since Last Report)     

ITEM 5.  Other Events.                                                          

On September 25, 2001, the Board of Directors of Chicago      
Mercantile Exchange Inc., a Delaware corporation (the "Registrant")             
approved and adopted the Amendment, dated as of September 25, 2001 (the         
"Amendment), to that certain Rights Agreement, dated as of March 7, 2001        
(the "Agreement"), between the Registrant and Mellon Investor Services LLC      
("Rights Agent") as Rights Agent. Capitalized terms used herein and not         
otherwise defined shall have the meanings ascribed to them in the               
Agreement.                                                                      

  As more fully set forth in the Amendment, the Amendment provides
that the Rights issued under the Rights Agreement shall not distribute or       
become exercisable as a result of the execution of the Agreement and Plan       
of Merger by and among the Registrant, Chicago Mercantile Exchange Holdings     
Inc. and CME Merger Subsidiary Inc. or the consummation of the Merger           
related thereto.                                                                

   The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment,        
which is attached hereto as Exhibit 4.1 and incorporated herein by              
reference.                                                                      

Item 7.    Exhibits.                                                            

(c)      Exhibits.                                            

Exhibit                                     
Number            Description               
-----------       ---------------           

              4.1            Amendment to Rights Agreement, dated as
                            of September 25, 2001, between Chicago
                         Mercantile Exchange Inc. and Mellon
                            Investor Services LLC as Rights Agent.

SIGNATURES    

  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf     
by the undersigned hereunto duly authorized.                                    

                          CHICAGO MERCANTILE EXCHANGE INC.

    Registrant

Date:  October 30, 2001              By: C.S. Donohue                           
                                      ------------------------------------
               Craig Donohue
                             Managing Director and Chief
                        Administrative Officer

EXHIBIT INDEX     

Exhibit                                                                         
Number            Description                                                   
-----------       ------------                                                  

4.1               Amendment to Rights Agreement, dated as of September 25,      
             2001, between Chicago Mercantile Exchange Inc. and Mellon
Investor Services LLC as Rights Agent.      

EXHIBIT 4.1     

AMENDMENT TO RIGHTS AGREEMENT     

         This Amendment to Rights Agreement (the "Amendment"),
dated as of September 25, 2001, is entered into by and between Chicago          
Mercantile Exchange Inc., a Delaware corporation (the "Company"), and           
Mellon Investor Services LLC, as Rights Agent (the "Rights Agent").             

          WHEREAS, the Company and the Rights Agent have entered
into a Rights Agreement, dated as of March 7, 2001 (the "Agreement");           

           WHEREAS, the Company wishes to amend the Agreement; and

         WHEREAS, pursuant to Section 27 of the Agreement, the
Company may from time to time supplement or amend the Agreement in              
accordance with the provisions of Section 27 thereof.                           

           NOW, THEREFORE, the Company and the Rights Agent hereby
amend the Agreement as follows:                                                 

            1. Paragraph (a) of Section 1 of the Agreement is hereby
amended by adding the following as subsection (vi) to the end of the first      
sentence of such paragraph (a):                                                 

     (vi) Chicago Mercantile Exchange Holdings Inc., a
Delaware corporation, nor any of its Affiliates or Associates 
(collectively, "CME Holdings") including as a result of the   
execution of that certain Agreement and Plan of Merger by and 
 among the Company, CME Holdings and CME Merger Subsidiary Inc.,
   dated as of October 1, 2001 (as the same may be amended from time
to time, the "Merger Agreement"), or the consummation of the  
transactions contemplated thereby in accordance with the terms
thereof.                                                      

           2. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be           
governed by and construed in accordance with the laws of such State             
applicable to contracts to be made and performed entirely within such           
State.                                                                          

      3. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed     
an original, and all such counterparts shall together constitute but one        
and the same instrument.                                                        

           4. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise alter, modify, amend or in any way        
affect any of the terms, conditions, obligations, covenants or agreements       
contained in the Agreement, all of which are ratified and affirmed in all       
respects and shall continue in full force and effect.                           

           IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the day and year          
first above written.                                                            

Attest:                                    CHICAGO MERCANTILE EXCHANGE INC.     

By:   /s/ Ann M. Cresce                    By:   /s/ C.S. Donohue               
  -----------------------------------        ---------------------------------
Name:    Ann M. Cresce                     Name:  Craig S. Donohue              
Title:   Corporate Secretary               Title: Managing Director and         
                                                Chief Administrative Officer

Attest:                                           MELLON INVESTOR SERVICES LLC  

By:   /s/ Susan R. Hogan                   By:   /s/ Patricia Trevino           
  -----------------------------------        ---------------------------------
Name:    Susan R. Hogan                    Name:  Patricia Trevino              
Title:   Vice President                    Title: Vice President                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
Filed on:		11/15/01
		10/30/01
		10/1/01
For Period End:		9/25/01
		3/7/01		8-K
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