Exhibit 99.2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payer. The taxpayer identification number for an individual is the individual's
Social Security number. Social Security numbers have nine digits separated by
two hyphens: e.g., 000-00-0000. The taxpayer identification number for an entity
is the entity's Employer Identification number. Employer Identification numbers
have nine digits separated by one hyphen: e.g., 00-0000000. The table below will
help determine the number to give the payer.
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Give the NAME and SOCIAL Give the NAME and EMPLOYER
For this type of account: SECURITY number of- For this type of account: IDENTIFICATION number of-
- ----------------------------------------------------------------------------------------------------------------------------
1. Individual The individual 6. A valid trust, estate or The legal entity (4)
pension trust
2. Two or more individuals The actual owner of the 7. Corporate 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 The partnership
savings trust (grantor
is also trustee)
b. So-called trust account The actual owner (1) 10. A broker or registered The broker or nominee
that is not a legal or nominee
valid trust under state
law
5. Sole proprietorship The owner (3) 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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<FN>
<F1>
(1) List first and circle the name of the person whose number your furnish.
<F2>
(2) Circle the minor's name and furnish the minor's social security number.
<F3>
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your SSN or TIN (if you have
one).
<F4>
(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.)
</FN>
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.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Section references are to the Internal Revenue Code.
Obtaining a Number
If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a 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.
In some cases, individuals who become U.S. resident aliens for tax purposes, are
not eligible to obtain an SSN. This includes certain resident aliens who must
receive information returns but who cannot obtain an SSN. These individuals must
apply for an Individual Taxpayer Identification Number ("ITIN") on Form W-7,
Application for IRS Individual Taxpayer Identification Number, unless they have
an application pending for an SSN. Individuals who have an ITIN must provide it
on Form W-9.
To complete the Substitute Form W-9, if you do not have a taxpayer
identification number, write "Applied For" in the space for the taxpayer
identification number in Part 1, sign and date the Form, and give 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 Exempt from Backup Withholding
The following is a list of payees that are or may be exempt from backup
withholding and for which no information reporting is required. For interest and
dividends, all listed payees are exempt except item (9). For broker
transactions, payees listed in (1) through (13) and a person registered under
the Investment Advisers Act of 1940 who regularly acts as a broker are exempt.
Payments subject to reporting under sections 6041 and 6041A are generally exempt
from backup withholding only if made to payees described in items (1) through
(7), except that a corporation that provides medical and health care services or
bills and collects payments for such services is not exempt from backup
withholding or information reporting. Only payees described in items (1) through
(5) are exempt from backup withholding for barter exchange transactions,
patronage dividends and payments by certain fishing boat operators.
(1) An organization exempt from tax under section 501(a), or an individual
retirement plan ("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.
(5) An international organization or any of its agencies or instrumentalities.
(6) A corporation.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United
States, the District of Columbia or a possession of the United States.
(9) A futures commission merchant 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 community as a nominee or custodian.
(15) A trust exempt from tax under section 664 or described in section 4947.
Payments of dividends and patronage dividends generally not subject to backup
withholding also 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 United
States and that have at least one nonresident partner.
.. Payments of patronage dividends not paid in money.
.. Payments made by certain foreign organizations.
.. Section 404(k) distributions made by an ESOP.
Payments of interest generally not 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 organizations.
.. Mortgage interest paid by you.
Payments 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 the regulations under such sections.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. ENTER YOUR TAXPAYER IDENTIFICATION NUMBER. WRITE "EXEMPT" ON
THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
Privacy Act Notices
Section 6109 requires you to give your correct taxpayer identification number 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, cancellation of debt 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. The IRS may also
provide this information to the Department of Justice of civil and criminal
litigation and to cities, states and the District of Columbia to carry out their
tax laws. You must provide your taxpayer identification number whether or not
you are qualified to file a tax return. Payers must generally withhold 30% 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 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 that results in no backup
withholding, you are subject to a $500 penalty.
(3) Criminal Penalty for Falsifying Information
Willfully 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.