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)
May 15, 2002
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-33379 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 4. Changes in Registrant's Certifying Accountant.
On May 15, 2002, the Board of Directors of Chicago Mercantile
Exchange Holdings Inc. ("CME Holdings"), the successor company of Chicago
Mercantile Exchange Inc. (together with CME Holdings, the "Company"),
adopted the recommendation of its Audit Committee that Arthur Andersen LLP
("Andersen") be dismissed as the Company's independent public accountants.
During the two most recent fiscal years ended December 31, 2001,
and during the interim period through the date of this Current Report on
Form 8-K, there were no disagreements between the Company and Andersen on
any matter of accounting principles, financial statement disclosure or
auditing scope or procedure which, if not resolved to Andersen's
satisfaction, would have caused Andersen to make reference to the matter of
the disagreement in connection with their reports. The audit reports of
Andersen on the consolidated financial statements of the Company as of and
for the years ended December 31, 2001 and 2000 did not contain any adverse
opinion or disclaimer of opinion, nor were these opinions qualified or
modified as to uncertainty, audit scope or accounting principles.
The Company has provided Andersen with a copy of the foregoing
statements. A letter from Andersen stating its agreement with such
statements is attached as Exhibit 16.
Effective May 15, 2002, the Board of Directors, based upon a
recommendation of its Audit Committee, engaged Ernst & Young LLP as the
Company's independent accountants to audit the Company's consolidated
financial statements for the year ending December 31, 2002.
During the Company's two most recent fiscal years ended December
31, 2001, and during the interim period through the date of this Current
Report on Form 8-K, there were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.
During the Company's two most recent fiscal years ended December
31, 2001, and during the interim period through the date of this Current
Report on Form 8-K, the Company did not consult with Ernst & Young LLP
regarding any of the matters or events set forth in Items 304(a)(2)(i) and
(ii) of Regulation S-K.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
Number Description
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16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission, dated May 17, 2002.
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: May 17, 2002 By: /s/ David G. Gomach
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David G. Gomach
Managing Director and Chief Financial
Officer