Exhibit 99.9

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 either exercises or sells Rights should provide the
Subscription Agent (as the Company's agent) 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 Subscription Agent, 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").

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 Subscription Agent. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.

If backup withholding applies, the Company or the Subscription Agent, as the
case may be, will be required to withhold 31% 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 Subscription Agent 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 W-9 to request your TIN, you
must use the payer's form if it is substantially similar to Form W-9.

What Is Backup Withholding?

Persons making certain payments to you must withhold and pay to the IRS 31%
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, nonemployee 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 Subscription Agent?

Each Rights holder is required to give the Subscription Agent 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.

NOTE: All references herein to sections are to the indicated sections of the
Internal Revenue Code of 1986, as amended.

PAYER'S NAME: ChaseMellon Shareholder Services, L.L.C.

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SUBSTITUTE Name: ________________________________________________

Form W-9
Business name, if different from above: ______________

Department of
the Treasury Address (number, street and apt. or suite no.): _______
Internal Revenue
Service

City, state and ZIP code: _____________________________

Check appropriate box: [_] Individual/Sole
Proprietor [_] Corporation
[_] Partnership
[_] Other (Specify) ___________

Payer's Request for
Taxpayer Identification
Number (TIN) and Requester's name and address (optional): _____________
Certification
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PART I: Taxpayer Identification
Number (TIN)

---------------------------------
Social security number

------------------------------------
Employer identification number
(If awaiting TIN write "Applied For"
and complete Parts III and IV)

PART II: For
Payees Exempt from
Backup Withholding

For Payees Exempt
from Backup
withholding, see
the enclosed
Guidelines and
complete as
instructed
therein.
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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.
-------------------------------------------------------
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.

------------------------ ------------------- , 1999
Signature Date

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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
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

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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 days,
31 percent of all reportable payments made to me thereafter will be
withheld until I provide a number.

------------------------------------ --------------------------------, 1999
Signature Date

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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 The minor (2)
to Minors Act)
4. (a) The usual revocable savings trust (grantor The grantor-trustee (1)
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 (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 The public entity
in the name of a public entity (such as 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) 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. Section references
are to the Internal Revenue Code.

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 403(b)(7) if the
account satisfies the requirements of Section (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:

. Payments to nonresident aliens subject to withholding under section
1441.

. Payments to partnerships not engaged in a trade or business in the
United States and that have at least one nonresident partner.

. Payments of patronage dividends not paid in money.

. Payments made by certain foreign organizations.

. Section 401(k) distributions made by ESOP.

Payments of interest generally not subject to backup withholding include the
following:

. 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.

. Payments of tax-exempt interest (including exempt interest dividends
under section 852).

. Payments described in section 6049(b)(5) to nonresident aliens.

. Payments on tax-free covenant bonds under section 1451.

. Payments made by certain foreign organizations.

. Mortgage 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 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.

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