SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use
of the Commission Only
[ ] Definitive Proxy Statement (as permitted byRule
[ ] Definitive Additional Materials 14a-6(e)(2))
[X ] Soliciting Material Under Rule 14a-12
Chicago Mercantile Exchange Holdings Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
The following communication was distributed to owners of shares of
Class B-1 common stock of Chicago Mercantile Exchange Holdings Inc. on or
about March 20, 2003:
Dear Fellow Members/Class B-1 Shareholders,
Now that a majority of the nominees to the Board of Directors are
selected by the other current board members, it is more important than ever to
have some direct representation for the B share members at the board level.
Fortunately, our by-laws allow for at least some direct member/shareholder
representation on the board. A small percentage of board members are elected
directly by the members. This provides the kind of checks and balances that
are essential for good corporate governance.
Right now, everything is going well. Trading volume is at an all time
high, membership interest prices, including 100% restricted A-shares, are
hovering at around a million dollars, so why change? Everything was going well
at Enron, too. And there was no cause for concern since they were being
audited by Anderson Consulting. The point is, you've seen what can happen when
members of a board get too comfortable with each other. Clearly, there were
not enough checks and balances in place at World Com, Enron, Anderson, et al.
This not to suggest that our board is becoming that way, but given what has
happened at other corporations it demonstrates the importance of having
diverse interests represented on the board.
The Class B-1 nominating committee is only allowed to nominate two
Class B-1 members for the available board seat. I feel honored and privileged
that I am one of those two. I believe this is because they agreed with my
opinion that our board is no different from any other and may overlook
possible faults in an effort to get along with fellow board members. I have
served on or chaired many committees over the last 20 years and I have also
served on our Board of Directors where there was a perceptible tendency to
group-think. It's easier to go along with the group, especially when
networking. I am not networking. My only goal is the health and growth of our
exchange.
It is my firm belief that it is beneficial for a governing body to
introduce change from time to time. It aids in the healthy discourse of ideas,
policies and strategies and helps avoid a complacent mind set. Consequently,
if you do choose me to represent our interests on the board, I will make it my
central focus to guard our investment in this exchange. If you would like to
discuss this or any other issue, I can be found on the lower trading floor
every day or you may email me at t.bentley@attbi.com.
Respectfully,
/s/ Thomas A. Bentley
Thomas A. Bentley
See other side for disclaimer
Chicago Mercantile Exchange Holdings Inc. has filed a definitive proxy
statement with the Securities and Exchange Commission ("SEC") regarding the
Annual Meeting of Shareholders to be held on April 22, 2003. Shareholders of
Chicago Mercantile Exchange Holdings Inc. are urged to read the definitive
proxy statement and any other relevant materials filed by Chicago Mercantile
Exchange Holdings Inc. with the SEC because they contain, or will contain,
important information about Chicago Mercantile Exchange Holdings Inc. and the
Annual Meeting. The definitive proxy statement and other relevant materials
(when they become available), and any other documents filed by Chicago
Mercantile Exchange Holdings Inc. with the SEC, may be obtained free of charge
at the SEC's web site at www.sec.gov. In addition, shareholders may obtain
free copies of these documents by contacting Chicago Mercantile Exchange
Holdings Inc., Shareholder Relations and Membership Services, 30 South Wacker
Drive, Chicago, Illinois 60606. Shareholders are urged to read the definitive
proxy statement and the other relevant materials (when they become available)
before making any voting decision with respect to matters to be acted on at
the Annual Meeting.
The preceding letter was prepared and distributed solely by the candidate. The
views and opinions expressed therein are solely those of the candidate and do
not necessarily reflect the views or opinions of Chicago Mercantile Exchange
Holdings Inc. or its directors, officers or employees, nor have these views or
opinions been approved or sanctioned by any of them.