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 number to give
the payer.
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Give the Give the EMPLOYER
SOCIAL SECURITY IDENTIFICATION
For this type of account: number of -- For this type of account: number of --
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1. An individual's account This individual 6. A valid trust, estate, or The legal entity (Do not
pension trust furnish the identification
number of the personal
representative or trustee
unless the legal entity
itself is not designated in
the account title.)(4)
2. Two or more individuals The actual owner of the 7. Corporate account The corporation
(joint account) account or, if combined
funds, the first individual
on the account
(1)
3. Custodian account of a The minor(2) 8. Association, club The organization
minor (Uniform Gift to religious, charitable,
Minors Act) educational or other
tax-exempt
organization
4. a. The usual revocable The grantor-trustee(1) 9. Partnership account The partnership
savings trust account
(grantor is also
trustee)
b. So-called trust The actual owner(1)
account that is not a
legal or valid trust
under state law
5. Sole proprietorship The owner(3) 10. A broker or registered The broker or nominee
account nominee
11. Account with the The public entity
Department of
Agriculture in the name
of a public entity (such
as a 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 your individual name. You may also enter your business name.
You may use your Social Security number or employer identification
number.
(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.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
Obtaining a Taxpayer Identification Number
If you do not have a taxpayer identification number, obtain Form SS-5,
Application for a Social Security Card (for individuals), from your local office
of the Social Security Administration, or Form 554, Application for Employer
Identification Number (for businesses and all other entities), from your local
Internal Revenue Service office and apply for a number.
To complete Substitute Form W-9, if you do not have a taxpayer identification
number, check the box "Awaiting TIN" in Part 3, sign and date the Form, and give
it to the requester. Generally, you will then have 60 days to obtain a taxpayer
identification number and furnish it to the requester. If the requester does not
receive your taxpayer identification number within 60 days, backup withholding,
if applicable, will begin and will continue until you furnish your taxpayer
identification number to the requester.
Payees and Payments Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments include the
following:
* A corporation.
* A financial institution.
* An organization exempt from tax under section 501(a), or an individual
retirement account, or a custodial account under section 4031b)(7).
* The United States or any agency or instrumentality thereof.
* A state, the District of Columbia, a possession of the United States, or
any political 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 dealer in securities or commodities required to register 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 exempt charitable remainder trust, or a trust described in section
4947.
* An entity registered at all times during the tax year under the Investment
Company Act of 1940.
* A foreign central bank of issue.
* 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.
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 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 652).
* 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.
EXEMPT PAYEES AND PAYMENTS, --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, WRITE "EXEMPT" ON THE FACE OF THE
FORM, RETURN IT TO THE PAYER AND 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(a), 6042, 6044, 6045, 6049,
6050A and 6050N and their regulations.
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. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return.
Payers must be given the numbers whether or not recipients are required to file
tax returns. 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) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to furnish
your correct 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 which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--WiIIfuIIy 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.