Exhibit 99.7
------------
IMPORTANT TAX INFORMATION
Under United States federal income tax law, dividend payments and other
distributions that may be made by the Company on shares of Common Stock issued
upon the exercise of Rights may be subject to backup withholding and each Rights
holder who exercises Rights should provide the Company with such Rights holder's
correct Taxpayer Identification Number ("TIN") on Substitute Form W-9 below. If
such Rights holder is an individual, the TIN is his or her Social Security
Number ("SSN"). If the Company is not provided with the correct TIN in
connection with such payments, the Rights holder may be subject to a $50.00
penalty imposed by the Internal Revenue Service (the "IRS") unless the failure
is due to reasonable cause and not to willful neglect.
Exempt Rights holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In general, in order for a foreign individual to qualify
as an exempt recipient, such Rights holder must submit a statement, signed under
the penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Company. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Company will be required to withhold
28% of any such payments made to the Rights holder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
Purpose of Substitute Form W-9
- ------------------------------
A person who is required to file an information return with the IRS
must get your TIN to report, for example, income paid to you. Use Form W-9 to
give your correct TIN to the payer (the person requesting your TIN) and, when
applicable, (1) to certify that the TIN you are using is correct (or that you
are waiting for a number to be issued), (2) to certify that you are not subject
to backup withholding or (3) to claim exemption from backup withholding if you
are an exempt payee. To prevent backup withholding, a Rights holder is required
to notify the Company of such Rights holder's correct TIN by completing the form
below certifying that the TIN provided on Substitute Form W- 9 is correct (or
that such Rights holder is awaiting a TIN).
NOTE: If a payer gives you a form other than a Form W-9 to request your TIN, you
must use the payer's form if it is substantially similar to Form W-9.
1
What Is Backup Withholding?
- ---------------------------
Persons making certain payments to you must withhold and pay to the IRS
28% of such payments under certain conditions. This is called "backup
withholding." Payments that may be subject to backup withholding include
interest, dividends, broker and barter exchange transactions, rents, royalties,
non-employee pay, and certain payments from fishing boat operators. Real estate
transactions are not subject to backup withholding. If you give the payer your
correct TIN, make proper certifications, and report all your taxable interest
and dividends on your tax return, payments you receive will not be subject to
backup withholding. Payments you receive WILL be subject to backup withholding
if:
1. you do not furnish your TIN to the payer, or
2. the IRS tells the payer that you furnished an incorrect TIN, or
3. the IRS tells you that you are subject to backup withholding because
you did not report all your interest and dividends on your tax return
(for reportable interest and dividends only), or
4. you did not certify to the payer that you are not subject to backup
withholding under 3 above (for reportable interest and dividend
accounts opened after 1983 only), or
5. you did not certify your TIN when required. See the chart below for
details.
Certain payees and payments are exempt from backup withholding and information
reporting. See below.
What Number to Give the Company?
- --------------------------------
Each Rights holder is required to give the Company the SSN or Employer
Identification Number ("EIN") of the record owner of the Rights. If the Rights
are in more than one name or are not in the name of the actual owner, consult
the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidelines on which number to report.
2
PAYER'S NAME: _______________
SUBSTITUTE FORM W-9
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
Name: __________________________________________________________________________
Business name, if different from above: ________________________________________
Address (number, street and apt. or suite no.): ________________________________
City, state and ZIP code: ______________________________________________________
Check appropriate box: [ ] Individual/Sole Proprietor [ ] Corporation
[ ] Partnership [ ] Other (Specify) ___________________
Requester's name and address (optional):________________________________________
PART I: TAXPAYER IDENTIFICATION NUMBER (TIN)
Social security number: ____________________
OR
Employer identification number: ____________________OR
If awaiting TIN write "Applied For" and complete Parts III and IV: ____________
List Account Number(s)
(Optional):____________________________________________________________________
PART II: FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
For payees exempt from backup withholding, see the enclosed Guidelines and
complete as instructed therein.
PART III: CERTIFICATION
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because
(a) I am exempt from backup withholding, or
(b) I have not been notified by the Internal Revenue Service (IRS)
that I am subject to backup withholding as a result of failure
to report all interest or dividends, or
(c) the IRS has notified me that I am no longer subject to backup
withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because you have
failed to report all interest or dividends on your tax return. For real estate
transactions, item (2) does not apply. For mortgage interest paid, acquisition
or abandonment of secured property, cancellation of debt, contributions to an
individual retirement arrangement (IRA), and generally payments other than
interest and dividends, you are not required to sign the Certification, but you
must provide your correct TIN.
3
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.
________________________________ ________________, 2004
Signature Date
NOTE: Failure to complete and return this form may result in backup withholding
of 28% of any payments made to you in respect of our common stock issued in the
Rights Offering. Please review the enclosed guidelines for certification of
taxpayer identification number on Substitute Form W-9 for additional
information.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE "APPLIED FOR" IN THE
APPROPRIATE LINE IN PART I OF SUBSTITUTE FORM W-9.
PART IV: CERTIFICATE OF TAXPAYER AWAITING IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration or (b) I
intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 calendar days of
the receipt of this certification, 28% of all reportable payments made to me
thereafter will be withheld until I provide a number.
________________________________ ________________, _____
Signature Date
4
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: i.e.,
000-00-0000. Employer Identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the Payer.
- -------------------------------------------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY NUMBER OF:
- -------------------------------------------------------------------------------------------------------------------
1. Individual 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 (Uniform Gift to Minors The minor (2)
Act)
- -------------------------------------------------------------------------------------------------------------------
4. (a) The usual revocable savings The grantor-trustee (1)
trust (grantor is also trustee)
- -------------------------------------------------------------------------------------------------------------------
(b) So-called trust account that is not The actual owner (1)
a legal or valid trust under state law
- -------------------------------------------------------------------------------------------------------------------
5. Sole proprietorship The owner (3)
- -------------------------------------------------------------------------------------------------------------------
6. A valid trust, estate, or pension trust The legal entity (Do not furnish the identifying
number of the personal representative or trustee
unless the legal entity itself is not designated in
the account title) (4)
- -------------------------------------------------------------------------------------------------------------------
7. Corporation The corporation
- -------------------------------------------------------------------------------------------------------------------
8. Association, club, religious, charitable, The organization
educational or other tax-exempt organization
- -------------------------------------------------------------------------------------------------------------------
9. Partnership The partnership
- -------------------------------------------------------------------------------------------------------------------
10. A broker or registered nominee The broker or nominee
- -------------------------------------------------------------------------------------------------------------------
11. Account with the Department of Agriculture in the The public entity
name of a public entity (such as a State or local
government, school district, or prison) that receives
agricultural program payments
- -------------------------------------------------------------------------------------------------------------------
(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) Show the name of the owner.
(4) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
All Section references are to the Internal Revenue Code of 1986, as amended.
5
Obtaining a Number.
- ------------------
If you don't have a taxpayer identification number or you don't know
your number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service (the
"IRS") and apply for a number.
Payees Exempt from Backup Withholding.
- -------------------------------------
The following is a list of payees exempt from backup withholding and
for which no information reporting is required. For interest and dividends, all
listed payees are exempt except item (9). For broker transactions, payees listed
in (1) through (13) and a person registered under the Investment Advisers Act of
1940 who regularly acts as a broker are exempt. Payments subject to reporting
under Sections 6041 and 6041A are generally exempt from backup withholding only
if made to payees described in items (1) through (7), except that the following
payments made to a corporation and reportable on Form 1099-MISC are not exempt
from backup withholding or information reporting: medical and health care
payments, attorneys' fees and payment for services paid by a federal executive
agency. Only payees described in items (2) through (6) are exempt from backup
withholding for barter exchange transactions and patronage dividends.
(1) A corporation.
(2) An organization exempt from tax under Section 501(a), or an individual
retirement plan ("IRA"), or a custodial account under Section 403(b)(7)
if the account satisfies the requirements of Section 401(f)(2).
(3) The United States or any of its agencies or instrumentalities.
(4) A State, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies or
instrumentalities.
(6) An international organization or any of its agencies or
instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the
United States 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).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or 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 or described in Section 4947.
Payments of dividends and patronage dividends generally not subject to
backup withholding also include the following:
o Payments to nonresident aliens subject to withholding under
Section 1441.
o Payments to partnerships not engaged in a trade or business in
the United States and that have at least one nonresident
partner.
o Payments of patronage dividends not paid in money.
o Payments made by certain foreign organizations.
o Section 404(k) distributions made by an ESOP.
6
Payments of interest generally not subject to backup withholding
include the following:
o Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this
interest is $600 or more and is paid in the course of the
payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt interest
dividends under Section 852).
o Payments described in Section 6049(b)(5) to nonresident
aliens.
o Payments on tax-free covenant bonds under Section 1451.
o Payments made by certain foreign organizations.`
o Mortgage or student loan interest paid to you.
Payments that are not subject to information reporting are also not
subject to backup withholding. For details see Sections 6041, 6041(A)(a), 6042,
6044, 6045, 6049, 6050A and 6050N, and the regulations under such Sections.
Privacy Act Notice.
- ------------------
Section 6109 requires you to give your correct taxpayer identification
number to persons who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you, mortgage interest you
paid, the acquisition or abandonment of secured property, cancellation of debt,
or contributions you made to an IRA. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. You must provide
your taxpayer identification number whether or not you are qualified to file a
tax return. Payers must generally withhold 28% 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.
Penalties.
- ---------
(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) 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.
(3) Criminal Penalty for Falsifying Information. Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
7