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 number to
give the payer.
<TABLE>
<CAPTION>
For this type of account: Give the Social Security Number of -
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<S> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner of the account or, if
(joint account) combined funds, any one of the individuals(1)
3. Husband and wife The actual owner of the account or, if
(joint account) joint funds, either person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if the minor is the only
contributor, the minor(1)
6. Account in the name of guardian or committee The ward, minor or incompetent person(3)
for a designated ward, minor or incompetent
person
7. a. The usual revocable savings trust account (The grantor-trustee(1)
b. So-called trust account that is not a The actual owner(1)
legal or valid trust under State law
8. Sole proprietorship account The owner(4)
9. A valid trust, estate or pension trust The legal entity (Do not furnish the
identifying number of the personal
representative or trustee unless the
legal entity itself is not designated
in the account title.)(5)
10. Corporate account The corporation
11. Religious, charitable or educational The organization
organization
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12. Partnership account held in the name of The partnership
13. Association, club or other tax-exempt The organization
organizatin
14. A broker or registered nominee The broker or nominee
15. Account with the Department of The public entity
Agriculture in the name (such as a
state or local government, school
district or prison) that receives
agricultural program payments
</TABLE>
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(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minoris name and furnish the minoris social security number.
(3) Circle the wardis, minoris or incompetent personis name and furnish such
personis social security number.
(4) Show the name of the owner.
(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
Obtaining a Number
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service (the "IRS") and apply for a
number.
Payee 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. For interest and dividends, all
listed payees are exempt except item (9). For broker transactions, payees listed
in items (1) through (13) and a person registered under the Investment Advisors
Act of 1940 who regularly acts as a broker are exempt. Payments subject to
reporting under sections 6401 and 6041A are generally exempt from backup
withholding only if made to payees described in items (1) through (7), except a
corporation (other than certain hospitals described in Regulations section
1.6041-3(c)) 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 and patronage
dividends.
(1) An organization exempt from tax under section 501(a), or an IRA, or a
custodial account under section 403(b)(7), if the account satisfies
the requirements of section 401(f)(2).
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(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 listed
in the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List.
(15) A trust exempt from tax under section 664 or described in section
4947.
Payments of dividends and patronage dividends that generally are exempt
from backup withholding include the following:
(1) Payments to nonresident aliens subject to withholding under section
1441.
(2) Payments to partnerships not engaged in a trade or business in the
U.S. and which have at least one nonresident alien partner.
(3) Payments of patronage dividends where the amount is not paid in money.
(4) Payments made by certain foreign organizations.
(5) Payments made to a nominee.
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Payments of interest that are exempt from backup withholding include the
following:
(1) 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 payeris trade or business and you
have not provided your correct taxpayer identification number to the
payer.
(2) Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
(3) Payments described in section 6049(b)(5) to non-resident aliens.
(4) Payments on tax-free covenant bonds under section 1451.
(5) Payments made by certain foreign organizations.
(6) Payments made to a nominee.
Exempt payees described above should file a substitute Form W-9 to avoid
possible erroneous backup withholding. File this form with the payer, furnish
your taxpayer identification number, write "exempt" on the fact of the form,
sign and date the form and return it to the payer. If you are a non-resident
alien or a foreign entity not subject to backup withholding, file with payer a
completed Internal Revenue Form W-8 (Certificate of Foreign Status).
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 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 the IRS. The IRS uses the numbers for identification
purposes. 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 the 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 which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information. -- Willfully falsifying
certifications of affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
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