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
Date of report (Date of earliest event reported) December 3, 2001
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-32645 36-4459170
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30 South Wacker Drive, Chicago, Illinois 60606
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (312) 930-1000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events.
On December 3, 2001, Chicago Mercantile Exchange Inc., a Delaware
corporation ("CME"), reorganized into a holding company structure (the
"Reorganization") whereby CME became a wholly owned subsidiary of Chicago
Mercantile Exchange Holdings Inc., a Delaware corporation ("CME Holdings").
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"),
dated October 1, 2001, by and among CME, CME Holdings and CME Merger
Subsidiary Inc., a Delaware corporation and wholly owned subsidiary of CME
Holdings ("Merger Sub"), Merger Sub merged with and into CME (the "Merger"),
with CME as the surviving corporation. In accordance with the provisions of
the Delaware General Corporation Law, the Merger Agreement was adopted by a
majority vote of the outstanding shares of Class A and Class B common stock of
CME, voting together as a single class.
Pursuant to the Merger Agreement, each share of Class A common stock,
par value $.01 per share, of CME issued and outstanding immediately prior to
the Merger was converted into four shares of Class A common stock, par value
$.01 per share, of CME Holdings as follows: one share of Class A-1, one share
of Class A-2, one share of Class A-3 and one share of Class A-4. In addition,
each share of Class B common stock, par value $.01 per share, of CME issued
and outstanding immediately prior to the Merger was divided into two pieces:
Class A common stock of CME Holdings in an amount of shares essentially the
same as the Class A share equivalents that were embedded in that Class B share
of CME, and one share of Class B common stock of CME Holdings that corresponds
to the series of the Class B share of CME surrendered in the Merger. The Class
B common stock of CME was converted into the common stock of CME Holdings as
follows:
Share of CME Class B
common stock pre-Merger Converted into shares of CME Holdings common stock post-Merger
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Class A common stock, Class B common stock, Total shares of
common stock in
by class by class CME Holdings
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Series B-1 common stock (included
1,800 Class A share equivalents).... 450 Class A-1 shares 1 Class B-1 share 1,800 shares
450 Class A-2 shares
450 Class A-3 shares
449 Class A-4 shares
Series B-2 common stock (included
1,200 Class A share equivalents).... 300 Class A-1 shares 1 Class B-2 share 1,200 shares
300 Class A-2 shares
300 Class A-3 shares
299 Class A-4 shares
Series B-3 common stock (included 600
Class A share equivalents).......... 150 Class A-1 shares 1 Class B-3 share 600 shares
150 Class A-2 shares
150 Class A-3 shares
149 Class A-4 shares
Series B-4 common stock (included 100
Class A share equivalents).......... 25 Class A-1 shares 1 Class B-4 share 100 shares
25 Class A-2 shares
25 Class A-3 shares
24 Class A-4 shares
At the time of the Merger, the common stock of CME was registered
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). As a result of the Merger, the common stock of CME
Holdings, as successor issuer of CME, is deemed registered pursuant to Section
12(g) of the Exchange Act.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The Exhibits to this report are listed in the Exhibit Index set forth
below.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
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Registrant
Date: December 4, 2001 By: /s/ C.S. Donohue
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Craig S. Donohue
Managing Director and
Chief Administrative Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of October 1, 2001,
between Chicago Mercantile Exchange Inc., Chicago Mercantile
Exchange Holdings Inc. and CME Merger Subsidiary Inc.
(incorporated by reference to Exhibit 2.1 to Chicago
Mercantile Exchange Holdings Inc.'s Form S-4, filed with the
SEC on August 7, 2001, File Number 33-66988).
3.1 Amended and Restated Certificate of Incorporation of Chicago
Mercantile Exchange Holdings Inc.
3.2 Amended and Restated Bylaws of Chicago Mercantile Exchange
Holdings Inc.