EXHIBIT 99.9
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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 name and SSN of:
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1. Individual The individual
2. Two or more The actual owner of the
individuals (joint account or, if combined
account) funds, the first individual
on the account1
3. Custodian account of The minor2
a minor (uniform Gift
to Minors Act)
4. a. The typical The grantor-trustee1
revocable
savings trust
(grantor is also
trustee)
b. So-called trust The actual owner1
account that is
not a legal or
valid trust under
state law
5. Sole proprietorship The owner3
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For this type of account: Give the name and EIN of:
- ------------------------- -------------------------
6. Sole proprietorship The owner3
7. A valid trust, estate, Legal entity4
or pension trust
8. Corporate The corporation
9. Association, club, The organization
religious, charitable,
educational, or other
tax-exempt
organization
10. Partnership The partnership
11. A broker or The broker or nominee
registered nominee
12. 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. If
only one person on a joint account has an SSN, that person's number must be
furnished.
2 Circle the minor's name and furnish the minor's SSN.
3 YOU MUST SHOW YOUR INDIVIDUAL NAME, but you may also
enter your business or "DBA" name. You may use either
your SSN or EIN (if you have one).
4 List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title).
NOTE: IF NO NAME IS CIRCLED WHEN MORE THAN ONE NAME IS LISTED, THE NUMBER WILL
BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.
INSTRUCTIONS
(Section references are to the Internal Revenue Code.)
PURPOSE OF FORM.-A person who is required to file an information return with IRS
must obtain your correct taxpayer identification number (TIN) to report income
paid to you, real estate transactions, mortgage interest you paid, the
acquisition or abandonment of secured property, or contribution you made to an
individual retirement arrangement (IRA). Use Form W-9 only if you are a U.S.
person (including a resident alien), to give your correct TIN to the person
requesting it (the requester) and, to Minors Act) when applicable, to: (1)
certify the TIN you are giving is correct (or you are waiting for a number to be
issued), (2) certify you are not subject to backup revocable withholding, or (3)
claim exemption from backup withholding if you are a U.S. exempt payees.
Furnishing your correct TIN and making the appropriate certifications will
prevent certain payments from being subject to the 30% backup account that is
withholding.
TAXPAYER IDENTIFICATION NUMBER (TIN). If you are RESIDENT ALIEN and you do not
have and are not eligible to get an SSN, your TIN is your IRS individual
taxpayer identification number (TIN). See HOW TO GET A TIN below. If you are a
SOLE PROPRIETORSHIP and you have an EIN, you may enter either your SSN or EIN.
However, the IRS prefers that you use your SSN. If you are an LLC that is
DISREGARDED AS AN ENTITY separate from its owner, and are owned by an
individual, enter your SSN. If the owner of a disregarded LLC is a corporation,
partnership, etc., enter the owner's EIN.
HOW TO OBTAIN A TIN. If you do not have a TIN, apply for one immediately. To
apply for an SSN, get FORM SS-5, Application for a Social Security Card, from
your local Social Security Administration office. Get FORM W-7, Application for
IRS Individual Taxpayer Identification Number, to apply for an TIN, or FORM
SS-4, Application for Employer Identification Number, to apply for an EIN. You
can get FORMS W-7 and SS-4 from the IRS by calling 1-800-829-3676 or from the
IRS Web Site at www.irs.gov.
To complete Form W-9 if you do not have a TIN, write "Applied For" written in
Part I. This is an "awaiting - TIN" certificate. Generally, you will then have
60 days from the date that the requester receives the certificate, to provide a
TIN to the requester before you are subject to backup withholding on payments.
If the requester does not receive your TIN within 60 days, backup withholding,
if applicable, will begin and continue until you furnish your TIN to the
requester. For reportable interest or dividend payments, the payer must exercise
one of the following options concerning backup withholding during this 60-day
period. Under the RESERVE RULE, the requester must backup withhold on any
reportable payments made during the 60-day period if a payee withdraws more than
$500 at one time, unless the payee reserves 29% of all reportable payments made
to the account during 2003. Under the ALTERNATIVE RULE, the requester may also
elect to backup withhold during this 60-day period, after a 7 day grace period,
under one of the two alternative rules. They are (1), a payer must backup
withhold on any withdrawals you make from your account after 7 business days
after the requester receives the "awaiting - TIN" certificate or under (2), the
payer must backup withhold on any reportable interest or dividend payments made
to your account, regardless of whether you make any withdrawals. The backup
withholding under option (2) must begin no later than 7 business days after the
requester receives this form back.
NOTE: As soon as you receive your TIN, complete another Form W-9, include your
TIN, sign and date the form, and give it to the requester.
WHAT IS BACKUP WITHHOLDING?-Persons making certain payments to you are required
to withhold and pay to IRS 29% of such payments under certain conditions. This
is called "backup withholding." Payments that could be subject to backup
withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, non-employee compensation, and certain payments
from fishing boat operators, but do not include real estate transactions.
If you give the requester your correct TIN, make the appropriate certifications,
and report all your taxable interest and dividends on your tax return, your
payments 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 requester, or
(2) You do not certify your TIN when required, or
(3) The IRS tells the requester that you furnished an incorrect TIN; or
(4) 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, or
(5) You do not certify to the requester that you are subject to backup
withholding under (4) above.
Certain payees and payments are exempt from backup withholding and information
reporting. See Payees and Payments Exempt from Backup Withholding, below.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING.-The following is a list of
payees exempt from backup withholding and for which no information reporting is
required.
(1) An organization exempt from tax under section 501(a), any IRA or a custodial
account under 403(b)(7) if the account satisfies the requirements of section
401(f)(2);
(2) The United States or any of its agencies or instrumentalities;
(3) A state, the District of Columbia, a possession of the United States, or any
of their political subdivisions or instrumentalities;
(4) A foreign government or any of its political subdivisions, agencies or
instrumentalities; or
(5) An international organization or any of its agencies or instrumentalities;
Other payees that MAY BE EXEMPT from backup withholding include:
(6) A corporation;
(7) A foreign central bank of issue;
(8) A dealer in securities or commodities required to register in the U.S., the
District of Columbia, or a possession of the U.S.;
(9) A futures commission merchant's 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 PENALTIES community as a nominee or
custodian;
(15) A trust exempt from tax under section 664 OR described in section 4947.
The following types of payments are exempt from backup withholding as indicated
for items (1) through (15) above.
INTEREST AND DIVIDEND PAYMENTS. All listed payees are exempt except the payee in
item (9).
BROKER TRANSACTIONS. All payees listed in item (1) through (13) are exempt. A
person registered under Investment Advisors Act of 1940 who regularly acts
as a broker is also exempt.
PAYMENTS REPORTABLE UNDER SECTIONS 6041 AND 6041A. Only payees listed in items
(1) through (7) generally exempt. However, the following payments made to a
corporation (including gross proceeds paid to an attorney under section 6045(f),
even if the attorney is a corporation) and reportable on FORM 1099-MISC,
Miscellaneous Income, are NOT EXEMPT from backup withholding.
o Medical and health care payments.
o Attorneys' fees.
o Payments for services paid by a Federal executive agency.
Payments that are not subject to information reporting also are not subject to
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N, and their regulations. The following payments are
generally exempt from backup withholding.
DIVIDENDS AND PATRONAGE DIVIDENDS
o Payments to nonresidential aliens subject to
withholding under section 1441.
o Payments to partnerships not engaged in a trade or
business in the U.S. and that have at least one
nonresidential partner.
o Payments of patronage dividends not paid in money.
o Payments made by certain foreign organizations. o Section 404(k)
distributions made by an ESOP.
INTEREST PAYMENTS
o Payments of interest on obligations issued by individuals. However, 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 TIN to the payer.
o 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 Mortgage or student loan
interest paid by you.
OTHER TYPES OF PAYMENTS
o Wages.
o Distributions from a pension, annuity, profit-sharing or stock bonus plan,
any IRA, or an owner- employee plan
o Certain surrenders of life insurance contracts. o Gambling winnings if
withholding is required under section 3402(q). However, if withholding is
required under section3402(q), backup withholding applies if the payee fails
to furnish a TIN.
o Real estate transactions reportable under section 6045(e).
o Cancelled debts reportable under section 6050P. o Distributions from a
medical savings account and long-term care benefits.
o Fish purchases for cash reportable under section 6050R.
PENELTIES
FAILURE TO FURNISH YOUR TIN. If you fail to furnish your correct TIN to a
requester, 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.
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 penalty of $500.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Wilful falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
MISUSE OF TINS. If the requester discloses or uses TINs in violation of Federal
law, the requester may be subject to civil and criminal penalties.