Exhibit 99.5
INSTRUCTIONS
BACKUP WITHHOLDING; SUBSTITUTE FORM W-9; FORMS W-8
IMPORTANT TAX INFORMATION
U.S. federal income tax law requires that a holder whose tendered
outstanding notes are accepted for exchange must provide the Exchange Agent
(as Payor) with his or her correct taxpayer identification number ("TIN")
on Substitute Form W-9 included in the Letter of Transmittal, which, in the
case of a holder who is an individual, is his or her social security
number. If the Exchange Agent is not provided with the correct TIN or an
adequate basis for exemption, the holder may be subject to a penalty
imposed by the Internal Revenue Service ("IRS") and may be subject to
backup withholding of a portion of all interest payments on the exchange
notes.
Exempt holders (including, among others, corporations and
financial institution) may not be subject to these backup withholding and
reporting requirements. See the section entitled "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions. In order for a foreign individual to qualify as
exempt from backup withholding, that individual must submit a statement,
signed under penalty of perjury, attesting to that individual's exempt
status.
U.S. Noteholders - Substitute Form W-9
To prevent backup withholding, each tendering holder must provide
his or her correct TIN by completing the "Substitute Form W-9" included in
the Letter of Transmittal, certifying that the TIN provided is correct (or
that such holder is awaiting a TIN) and that (1) the holder is exempt from
backup withholding, (2) the holder has not been notified by the IRS that he
or she is subject to backup withholding as a result of the failure to
report all interest or dividends or (3) the IRS has notified the holder
that he or she is no longer subject to backup withholding. If
certificate(s) representing outstanding notes are in more than one name or
are not in the name of the actual owner, consult the guidelines for
information on which TIN to report. If you do not have a TIN, consult the
guidelines for instructions of applying for a TIN, and write "applied
for"on the Substitute Form W-9 to indicate that you have applied for and
are awaiting receipt of your TIN, and complete the Certification of Payee
Awaiting Taxpayer Identification Number in order to avoid backup
withholding. Notwithstanding that there is an indication that you have
applied for and are awaiting receipt of your TIN and the Certification of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent
will withhold 31%, or such other amount as provided by law, of all
reportable payments made prior to the time a properly certified TIN is
provided to the Exchange Agent, and if the TIN is provided within 60 days,
such amount will be refunded. Backup withholding is not an additional tax.
Rather, the federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If backup
withholding results in an overpayment of taxes, a refund may be obtained
from the IRS.
Non-U.S. Noteholders - Forms W-8
Tendering non-U.S. noteholders must complete and submit to the
Exchange Agent, instead of the Substitute Form W-9, a Form W-8BEN
(Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding), a Form W-8ECI (Certificate of Foreign Person's Claim for
Exemption From Withholding on Income Effectively Connected With the Conduct
of a Trade or Business in the United States), a Form W-8EXP (Certificate of
Foreign Government or Other Foreign Organization for United States Tax
Withholding) or a Form W-8IMY (Certificate of Foreign Intermediary, Foreign
Partnership, or Certain U.S. Branches for United States Tax Withholding)
(each a "Form W-8" and, collectively, "Forms W-8"), as applicable. Forms
W-8 and related instructions may be obtained from the Exchange Agent. If
you are a non-U.S. noteholder, you should consult your tax advisor as to
which Form(s) W-8 you should complete. Backup withholding is not an
additional tax. Rather, the federal income tax liability of persons subject
to backup withholding will be reduced by the amount of tax withheld. If
backup withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
(Section references are to the Internal Revenue Code)
Guidelines for Determining the Proper Identification Number to Give the Payor. 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 payor.
- -------------------------------- ------------------------------- --------------------------------- -----------------------
Give the Give the
For this type of account SOCIAL SECURITY For this type of account SOCIAL SECURITY
number of-- number of--
- -------------------------------- ------------------------------- --------------------------------- -----------------------
1. An individual's account The individual 9. A valid trust, estate, The legal entity (do
or pension trust not furnish the
identifying number
of the personal
representative or
trustee unless the
legal entity itself
is not designated in
the account title) (4)
2. Two or more The actual owner of the 10. Corporate account The corporation
individual's (joint account, or if combined
account) funds, any one of the
individuals on the
account (1)
3. Husband and wife The actual owner of the 11. Religious, charitable, The organization
(joint account) account, or if joint or educational
funds, either person (1) organization account
4. Custodian account The minor (2) 12. Partnership account The partnership
of a minor (Uniform Gift held in the name of the
to Minors Act) business
5. Adult and minor The adult or, if the 13. Association, club, or The organization
(joint account) minor is the only other tax-exempt
contributor, the minor (3) organization
6. a. The usual The grantor-trustee (4) 14. A broker or registered The broker or nominee
revocable savings nominee
trust account
(grantor is also the
trustee)
b. So-called trust The actual owner (4)
account that is not a
legal or valid trust
under state law
7. Account in the The ward, minor, or 15. Account with the The public entity
name of guardian or incompetent person (3) Department of Agriculture
committee for a in the name of a public
designated ward, minor, entity (such as a state or
or incompetent person local government, school
district, or prison) that
receives agricultural
program payments
8. Sole proprietorship The owner (5)
account
- -------------------------------- ------------------------------- --------------------------------- -------------------------
(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, minor's or incompetent person's name and furnish such person's social security number.
(4) List first and circle the name of the legal trust, estate, or pension trust.
(5) Show the name of the owner.
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.
Resident Aliens: If you are a resident alien and you do not have, and are not eligible to get, a Social Security number, your
TIN is your IRS individual taxpayer identification number ("ITIN"). Enter it on the portion of the Substitute W-9 where the
Social Security number would be entered. If you do not have an ITIN, see "Obtaining a Number" below.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Name
If you are an individual, you must generally provide the name shown on your
Social Security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security
Administration of the name change, please enter your first name, the last
name shown on your Social Security card, and your new last name.
Obtaining a Number
If you don't have a taxpayer identification number ("TIN"), apply for one
immediately. To apply, obtain Form SS-5, Application for a Social Security
Card, from your local office of the Social Security Administration, or Form
SS-4, Application for Employer Identification Number, from the Internal
Revenue Service (the "IRS") by calling 1-800-829-3676 or visiting the IRS's
Internet web site at www.irs.gov. Resident aliens who are not eligible to
get a Social Security number and need an ITIN should obtain Form W-7,
Application for Individual Taxpayer Identification Number, from the IRS by
calling 1-800-829-3676 or visiting the IRS's Internet web site at
www.irs.gov.
Payees and Payments Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments
include the following:
o A corporation.
o A financial institution.
o An organization exempt from 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).
o The United States or any agency or instrumentality thereof.
o A state, the District of Columbia, a possession of the United
States or any subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign
government, or any agency or instrumentality thereof.
o An international organization or any agency or instrumentality
thereof.
o A registered dealer in securities or commodities registered in the
U.S. or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o A trust exempt from tax under section 664, or a non-exempt trust
described in section 4947(a)(1).
o An entity registered at all times under the Investment Company Act
of 1940.
o A foreign central bank of issue.
Payments of dividends not generally subject to backup withholding 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
U.S. and which have at least one nonresident alien partner.
o Payments of patronage dividends where the amount received is not
paid in money.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
Payments of interest not generally 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 payor's trade or business
and you have not provided your correct TIN to the payor.
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 Payments made to a nominee.
Exempt payees described above should file Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYOR.
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER. WRITE "EXEMPT" ON THE FACE OF
THE FORM AND RETURN IT TO THE PAYOR. IF THE PAYMENTS ARE INTEREST,
DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
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 sections 6041, 6041A, 6042, 6044,
6045, 6049, 6050A and 6050N and the Treasury regulations under those
sections.
Privacy Act Notice--Section 6109 requires you to furnish your correct TIN
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, 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 TIN whether or not you are qualified or required to
file a tax return. Payors must generally withhold 31%, or such other amount
as required by law, of taxable interest, dividend, and certain other
payments to a payee who does not furnish a TIN to the payor. Certain
penalties may also apply.
PENALTIES
(1) Penalty for Failure to Furnish Taxpayer Identification Number--If you
fail to furnish your correct TIN to a payor, 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 properly 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 underpayment 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 IRS.