EXHIBIT 99.3
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 type of
number to give the payer.
GIVE THE GIVE THE EMPLOYER
FOR THIS TYPE OF SOCIAL SECURITY FOR THIS TYPE OF IDENTIFICATION
ACCOUNT: NUMBER OF-- ACCOUNT: NUMBER OF--
- ---------------- --------------- ---------------------- ------------------
1. An individual's The individual 8. Sole proprietorship The owner (4)
account account
2. Two or more The actual owner 9. A valid trust, The legal entity (Do
individuals of the account or, estate, or not furnish the
(joint account) if combined funds, pension trust identifying number
any one of the of the personal
individuals (1) representative or
trustee unless the
legal entity itself
is not designated in
the account title)
(5)
3. Husband and wife The actual owner 10. Corporate account The corporation
(joint account) of the account or,
if joint funds,
either person (1)
4. Custodian account The minor (2) 11. Religious, The organization
minor (Uniform charitable,or
Gift to educational educational
Minors Act) organization
account
5. Adult and minor The adult or, if 12. Partnership The partnership
(joint account) the minor is the account held in
only contributor, in the name of the
the minor (1) business
6. Account in the The ward, minor, 13. Association, club, The organization
guardian or for or incompetent(3) other tax-exempt
a designated organization
ward, minor, or
incompetent
person
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7.a. The usual The grantor 14. A broker or A broker or
revocable -trustee registered nominee
trust account nominee
(grantor is
also trustee)
b. So-called The actual 15. Account with The public entity
account that owner (1) Department of
is not a legal Agriculture in
or valid in the name of a
trust under public entity
State law (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) Circle the ward's, minor's or incompetent person's name and furnish
such person's social security number.
(4) You must show your individual name, but you may also enter your
business or "doing business" name. You may use either your Social
Security Number or Employer Identification Number.
(5) 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.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number or if you do not know your
number, obtain Form SS-5, Application for Social Security Number Card (for
individuals), 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
Payees specifically exempted from backup withholding on ALL payments by brokers
include the following:
- A corporation.
- A financial institution.
- An organization exempt from a tax under Section 501(a), or an
individual retirement plan or a custodial account under
Section 403(b)(7) if the account satisfies the requirements of
Section 401(F)(2).
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United
States, or any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign
government, or any agency or instrumentality thereof.
- An international organization or any agency or instrumentality
thereof.
- A registered dealer in securities or commodities registered in
the U.S. or a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under Section 584(a).
- An entity registered at all times under the Investment Company
Act of 1940.
- A foreign central bank of issue.
- A futures commission merchant registered with the Commodity
Futures Trading Commission.
- A person registered under the Investment Advisors Act of 1940
who regularly acts as a broker.
Payments of dividends and patronage dividends not generally subject to backup
withholding 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 U.S. and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is
not paid in money.
- Payments made by certain foreign organizations. - Payments
made to a nominee.
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Payments of interest not generally 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 corporations.
- Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, CHECK "EXEMPT" IN PART II OF THE FORM, SIGN AND DATE THE
FORM AND RETURN IT TO THE PAYER.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Section 6041, 6041(A)(a),
6045, and 6050A.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 28%
of taxable interest, dividends and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalities 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) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.- If you fail
to include any portion of an includible payment for interest,
dividends, or patronage dividends in gross income, such failure will be
treated as being due to negligence and will be subject to a penalty of
5% on any portion of an under-payment attributable to that failure
unless there is clear and convincing evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.- If
you make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(4) 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.
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