Board of Trade of the City of Chicago Inc – ‘425’ on 9/21/01 re: Board of Trade of the City of Chicago Inc

On:  Friday, 9/21/01   ·   Accession #:  950131-1-503420   ·   File #:  132-01854

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Business-Combination Transaction Communication   —   Rule 425
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Document/Exhibit                   Description                      Pages   Size 

 1: 425         Business-Combination Transaction Communication         2±     8K 

425
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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.
File No. 333-54370                          

*   *   *   *       

The following letter was distributed to CBOT members on September 21, 2001 and  
is currently available on the CBOT's intranet sites, MemberNet and OnBoard.     

September 21, 2001  

Dear Members:                                                                   

Yesterday, the members of the Chicago Board Options Exchange voted in favor of  
the exercise right agreement that had been approved by the Boards of Directors  
of both exchanges.  We congratulate Bill Brodsky and Mark Duffy, along with     
their Board, for their leadership in this matter that clarifies the scope of    
CBOT members' exercise right.                                                   

The CBOE membership vote in favor of this fair and balanced agreement is a      
significant step forward for both exchanges.  It not only permits the Chicago   
Board of Trade to go full-speed ahead with our restructuring while preserving   
the exercise right, it also promises to usher in a new era of cooperation       
between our two closely-linked exchanges.                                       

While this outcome is a tremendous achievement, perhaps equally important is the
mutual respect and goodwill that resulted from the negotiation process that took
place between the two exchanges.  We already have begun work on examining       
opportunities where we can provide business growth and cost savings to our      
respective exchanges, members and customers.                                    

On Monday, our Board of Directors will vote to revise our registration statement
with the Securities and Exchange Commission to include this agreement so that we
can proceed with our restructuring.  As we have done throughout, we will keep   
you informed of our progress.                                                   

Sincerely,  

/s/ Nickolas J. Neubauer                                     /s/ David J. Vitale
Nickolas J. Neubauer                                              David J.Vitale

While the Board of Trade of the City of Chicago, Inc. (CBOT(R)) has filed a     
Registration Statement on Form S-4, including a preliminary proxy statement and 
prospectus, regarding the restructuring transactions with the SEC, it has not   
yet become effective, which means it is not yet final. CBOT(R) members are urged
to read the final Registration Statement on Form S-4, including the final proxy 
statement and prospectus, regarding the restructuring transactions referred to  
above, when it is finalized and distributed to members, as well as the other    
documents which the CBOT(R) has filed or will file with the SEC, because they   
contain or will contain important information for making an informed investment 
decision. Members may obtain a free copy of the final prospectus, when it       
becomes available, and other documents filed by the CBOT(R) at the SEC's web    
site at www.sec.gov. 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.           

*  *  *  *  

Dates Referenced Herein

This ‘425’ Filing		Date		Other Filings
Filed on:		9/21/01		None on these Dates
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