GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER--Social Security numbers have nine digits separated by two hyphens: e.g.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: e.g., 00-0000000. The table below will help determine the name and
number to give the payer.
GIVE THE NAME AND
FOR THIS TYPE OF ACCOUNT TAXPAYER IDENTIFICATION NUMBER OF--
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1. An individual's account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined
funds, any one of the individuals(1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings trust account The grantor-trustee(1)
(grantor is also trustee)
b. So-called trust account that is not a legal The actual owner(1)
or valid trust under state law
5. Sole proprietorship The owner(3)
6. A valid trust, estate, or pension trust The legal entity(4)
7. Corporate account The corporation
8. Association, club, religious, charitable, The organization
educational, or other tax-exempt organization
account
9. Partnership account The partnership
10. A broker or registered nominee The broker or nominee
11. Account with the Department of Agriculture in The public entity
the name of a public entity (such as a state or
local government, school district, or prison)
that receives agricultural program payments
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(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your Social Security Number or
Employer Identification Number.
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the identifying number of the personal representative or
trustee unless the legal entity itself is not designated in the account
title.)
NOTE: If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
OBTAINING A TAXPAYER IDENTIFICATION NUMBER
Persons without a taxpayer identification number should apply for one and
write "Applied for" in Part I of Substitute Form W-9. Individuals should file
Form SS-5, Application for a Social Security Card (or, in the case of resident
aliens who do not have and are not eligible for Social Security numbers, Form
W-7, Application for IRS Individual Taxpayer Identification Number),
corporations, partnerships or other entities should file Form SS-4, Application
for Employer Identification Number. Form SS-5 may be obtained from local Social
Security Administration offices. Forms W-7 and SS-4 may be obtained from the IRS
by calling 1-800-TAX-FORM (1-800-829-3676).
NOTE: Writing "Applied for" in Part I means that you have already applied for a
TIN or that you intend to apply for one soon.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
The following persons are exempt from backup withholding on payments from
the sale of Shares pursuant to the Offer:
1. An organization exempt from tax under section 501(a) of the Internal Revenue
Code ("IRC"), any IRA, or a custodial account under section 403(b)(7) of the
IRC if the account satisfies the requirements of section 401(f)(2) of the
IRC.
2. The United States or any of its agencies or instrumentalities.
3. A state, the District of Columbia, a possession of the United States.
4. A foreign government or any of its political subdivisions, agencies, or
instrumentalities.
5. An international organization or any of its agencies or instrumentalities.
The following persons may be exempt from backup withholding on payments from
the sale of Shares pursuant to the Offer:
6. A corporation.
7. A foreign central bank of issue.
8. A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
9. A futures commission merchant registered with the Commodity Futures Trading
Commission.
10. A real estate investment trust.
11. An entity registered at all times during the tax year under the Investment
Company Act of 1940.
12. A common trust fund operated by a bank under Section 584(a) of the IRC.
13. A financial institution.
14. A middleman known in the investment community as a nominee or who is listed
in the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List.
15. A trust exempt from tax under section 664 of the IRC or described in
section 4947 of the IRC.
Such persons should nevertheless complete Substitute Form W-9 to avoid
possible erroneous withholding. An exempt person should enter the correct TIN in
Part I, write "Exempt" in Part II, and sign and date the form.
Payments that are not subject to information reporting are also not subject
to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A, and 6050N of the IRC, and their regulations.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you make a
false statement with no reasonable basis that results in no backup withholding,
you are subject to a $500 penalty.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Willfully falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment.
PRIVACY ACT NOTICE--Section 6109 of the IRC requires most recipients of
dividend, interest, or other payments to give taxpayer identification numbers to
payers who must report the payments to IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of individuals' tax
returns. The IRS may also provide this information to the Department of Justice
for civil and criminal litigation and to states, cities and the District of
Columbia to help carry out their tax laws.
Payers must be given the numbers whether or not recipients are required to file
tax returns. Payers must generally withhold 31% of taxable interest, dividend,
and certain other payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.