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Ownership Document
|
| Schema Version: X0202 |
| Document Type: 3 |
| Period of Report: 5/29/07 |
| No Securities Owned: 0 |
| Issuer: |
| Issuer CIK: 899171 |
| Issuer Name: CDW CORP |
| Issuer Trading Symbol: CDWC |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1181100 |
| | Owner Name: MADISON DEARBORN PARTNERS LLC |
| Reporting Owner Address: |
| | Owner Street 1: THREE FIRST NATIONAL PLAZA, SUITE 3800 |
| | Owner Street 2: |
| | Owner City: CHICAGO |
| | Owner State: IL |
| | Owner ZIP Code: 60602 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Other Text: See Remarks (2) |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1402057 |
| | Owner Name: VH Holdings, Inc. |
| Reporting Owner Address: |
| | Owner Street 1: THREE FIRST NATIONAL PLAZA, SUITE 3800 |
| | Owner Street 2: |
| | Owner City: CHICAGO |
| | Owner State: IL |
| | Owner ZIP Code: 60602 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? Yes |
| | Other Text: See Remarks (1) |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1402058 |
| | Owner Name: VH MergerSub, Inc. |
| Reporting Owner Address: |
| | Owner Street 1: THREE FIRST NATIONAL PLAZA, SUITE 3800 |
| | Owner Street 2: |
| | Owner City: CHICAGO |
| | Owner State: IL |
| | Owner ZIP Code: 60602 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? Yes |
| | Other Text: Beneficial owner |
| Non-Derivative Table: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: No securities are benefically owned. |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: VH Holdings, Inc. and VH MergerSub, Inc. are parties to that certain Support Agreement, dated as of May 29, 2007 (the "Support Agreement"), with each of Michael P. Krasny Revocable Trust U/A/D July 1, 1993, Circle of Service Foundation, Inc., MPK-DT 2005 GRAT I, MPK-DT 2006 GRAT II, MPK DT 2006 GRAT III, MPK 2006 GRAT I, MPK 2006 GRAT II, MPK-DT 2006 GRAT I (the "Stockholders"). Pursuant to the Support Agreement, the Stockholders have agreed, among other things, to vote their shares of Common Stock in favor of the transactions contemplated by that certain Agreement and Plan of Merger among VH Holdings, Inc., VH MergerSub, Inc. and the Issuer dated as of May 29, 2007. As a result of entering into the Support Agreement, VH Holdings, Inc. and VH MergerSub, Inc. may be deemed beneficial owners of the shares of Common Stock subject to the Support Agreement.(Continued on foot note 2) |
| Footnote - F2: Madison Dearborn Partners, LLC, as the entity at whose direction VH Holdings, Inc. and VH MergerSub, Inc. were formed, may also be deemed beneficial owner of the shares of Common Stock subject to the Support Agreement. None of the Reporting Persons has any pecuniary interest in any of the shares of Common Stock subject to the Support Agreement, and each expressly disclaims beneficial ownership of such shares for all purposes. |
| Remarks: (1) Entity at whose direction VH Holdings, Inc. and VH MergerSub, Inc. were formed. (2)Sole shareholder of VH MergerSub, Inc. |
| Owner Signature: |
| Signature Name: /s/ VH MergerSub, Inc. by Benjamin D. Chereskin, its President and Assistant Secretary |
| Signature Date: 6/8/07 |
| Owner Signature: |
| Signature Name: /s/ VH Holdings, Inc. by Benjamin D. Chereskin, its President and Assistant Secretary |
| Signature Date: 6/8/07 |
| Owner Signature: |
| Signature Name: /s/ Madison Dearborn Partners, LLC by Mark B. Tresnowski, its Managing Director and General Counsel |
| Signature Date: 6/8/07 |
