UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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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 29, 2007
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CDW CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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| Illinois
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0-21796
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36-3310735 |
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(Commission File Number)
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(I.R.S. Employer |
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Identification Number) |
200 N. Milwaukee Ave., Vernon Hills, Illinois 60061
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (847) 465-6000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a — 12 under the Exchange Act (17 CFR 240.14a — 12) |
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Pre-commencement communications pursuant to Rule 14d — 2(b) under the Exchange Act (17 CFR 240.14d(b)) |
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Pre-commencement communications pursuant to Rule 13e — 4(c) under the Exchange Act (17 CFR 240.13e — 4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On May 29, 2007, CDW Corporation (“CDW”) entered into an Agreement and Plan of Merger with VH
Holdings, Inc. and VH MergerSub, Inc. (the “Merger Agreement”). On May 29, 2007, CDW issued a
press release announcing that it had entered into the Merger Agreement, pursuant to which CDW is to
be acquired by Madison Dearborn Partners, LLC. A copy of the press
release is furnished as Exhibit 99.1 hereto.
On
May 29, 2007, the Chief Executive Officer of CDW circulated an
e-mail to
CDW’s coworkers announcing to them the execution of the
Merger Agreement. A copy of the e-mail is furnished as Exhibit 99.2 hereto. CDW also distributed
to its coworkers a question and answer document relating to the announcement of the execution of
the Merger Agreement. A copy of the document is furnished as
Exhibit 99.3 hereto. CDW also distributed talking points to its
managers for their use in discussing the proposed transaction with
their coworker teams. A copy of the talking points is furnished as
Exhibit 99.4 hereto.
Where You Can Find Additional Information
CDW Corporation will file with the Securities and Exchange Commission (the “SEC”), and furnish to
its shareholders, a proxy statement soliciting proxies for the meeting of its shareholders to be
called with respect to the proposed merger between CDW and Madison
Dearborn Partners, LLC. CDW SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT IS
FINALIZED AND DISTRIBUTED TO THEM BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. CDW shareholders
and other interested parties will be able to obtain, without charge, a copy of the proxy statement
(when available) and other relevant documents filed with the SEC from the SEC’s website at
http://www.sec.gov. CDW shareholders and other interested parties will also be able to
obtain, without charge, a copy of the proxy statement (when available) and other relevant documents
by directing a request by mail or telephone to CDW Corporation, 200 N. Milwaukee Ave., Vernon
Hills, Illinois 60061, Attention: Corporate Secretary, telephone: (847) 465-6000, or from CDW’s
website, http://www.cdw.com.
CDW and certain of its directors, executive officers and other members of management and employees
may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from
shareholders of CDW with respect to the proposed merger. Information regarding the persons who may
be considered “participants” in the solicitation of proxies will be set forth in CDW’s proxy
statement relating to the proposed merger when it is filed with the SEC. Information regarding
certain of these persons and their beneficial ownership of CDW common stock as of March 31, 2007 is
also set forth in CDW’s proxy statement for its 2007 Annual Meeting of Shareholders, which was
filed with the SEC on April 16, 2007.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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99.1 |
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Press Release dated May 29, 2007 issued by CDW Corporation. |
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99.2 |
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E-mail
to Coworkers circulated on May 29, 2007 by the Chief Executive
Officer of CDW Corporation. |
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99.3 |
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Coworker
FAQ distributed on May 29, 2007 by CDW Corporation. |
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99.4 |
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Manager
Talking Points circulated on May 29, 2007 by CDW Corporation. |