Exhibit 99.5
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
For this type of SOCIAL SECURITY For this type of EMPLOYER IDENTIFICATION
account: number of -- account: number of --
- ------------------------------------ -------------------------- --------------------------- ------------------------------
1. An individual's account The individual 8. Sole proprietorship The owner (4)
account
2. Two or more individuals (joint The actual owner of the 9. A valid trust, estate or The legal entity (Do not
account) account or, if combined pension trust furnish the identifying number
funds, any one of the of the personal representative
individuals (1) or trustee unless the legal
entity itself is not
designated in the account
title) (5)
3. Husband and wife (joint account) The actual owner of the 10. Corporate account The corporation
account or, if joint funds,
either person (1)
4. Custodian account of a minor The minor (2) 11. Religious, charitable, The organization
(Uniform Gift to Minors Act) or educational
organization account
5. Adult and minor (joint account) The adult or, if the minor 12. Partnership account held The partnership
is the only contributor, the in the name of the
minor (1) business
6. Account in the name of guardian The ward, minor, or 13. Association, club, or The organization
or committee for a designated incompetent person (3) other tax-exempt
ward, minor, or incompetent organization
person
7. a. The usual revocable saving The grantor-trustee (1) 14. A broker or registered The broker or nominee
trust account (grantor is nominee
also trustee)
b. So-called trust account that The actual owner (1) 15. Account with the The public entity
is not a legal or valid trust Department of
under State law Agriculture in the 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) 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.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
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, 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 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.
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, which
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 IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Beginning January 1, 1993, 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) 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.