Exhibit 99(a)(1)(D)

SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1-PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	_________________________ Social Security Number OR _________________________ Employer Identification Number
Payer’s Request for Taxpayer Identification Number (TIN)	Part 2--Certification Under penalties of perjury, I certify that: (1)   The number shown on this form is my correct taxpayer identification number (or I am         waiting for a number to be issued to me), and (2)    I am not subject to backup withholding because (a) I am exempt from backup withholding,         or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am         subject to backup withholding as a result of a failure to report all interest or dividends,         or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3)   I am a U.S. person (including a U.S. resident alien).
	Certification Instructions-You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). SIGNATURE _________________________________________________        DATE____________ NAME _____________________________________________________________________ ADDRESS _____________________________________________________________________ CITY _______________________________   STATE___________   ZIP CODE___________

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF FEDERAL INCOME TAX ON ANY CASH PAYMENTS MADE TO YOU PURSUANT TO AN OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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 (“SSN”). SSNs 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 (“EIN”). EINs have nine digits separated by one hyphen: e.g., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:	Give the NAME and SOCIAL SECURITY NUMBER of-	For this type of account:	Give the NAME and EMPLOYER IDENTIFICATION NUMBER of-
1.    Individual	The individual	6.    A valid trust, estate        or pension trust	The legal entity(4)
2.    Two or more        individuals (joint        account)	The actual owner of the account or, if combined funds, the first individual on the account(1)	7.    Corporate	The corporation
3.    Custodian account of a        minor (Uniform Gift to        Minors Act)	The minor(2)	8.    Association, club,        religious, charitable,        educational or other        tax-exempt        organization	The organization
4.    a.   The usual        revocable savings        trust (grantor is also        trustee)	The grantor-trustee(1)	9.    Partnership	The partnership
b.   So-called trust        account that is not a        legal or valid trust        under state law	The actual owner(1)	10.  A broker or        registered nominee	The broker or nominee
5.    Sole proprietorship	The owner(3)	11.  Account with the        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	The public entity

(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) 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).

(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.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

(Section references are to the Internal Revenue Code)

Obtaining a Number

        If you do not have a taxpayer identification number (“TIN”) 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 a Social Security Number (“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 TIN, write “Applied For” in the space for the taxpayer identification number, sign and date the Form, and give it to the requester. Notwithstanding that you comply with the foregoing, the Depositary will withhold federal income tax on any purchase price and any accrued and unpaid interest paid to you or other payee with respect to the Debentures prior to the time a properly certified TIN is provided to the Depositary.

Payees 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 (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 (2) through (6) are exempt from backup withholding for barter exchange transactions, patronage dividends and payments by certain fishing boat operators.

(1) A corporation.

(2) 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(1)(2).

(3) The United States or any of its agencies or instrumentalities.

(4) A State, the District of Columbia, a possession of the United States or any of their political subdivisions or instrumentalities.

(5) A foreign government or any of its political subdivisions, agencies or instrumentalities.

(6) An international organization or any of its agencies or instrumentalities.

(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).

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(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 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 Substitute 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 TIN 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 for civil and criminal litigation and to cities, states and the District of Columbia to carry out their tax laws. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee that does not furnish a TIN to a payer. Certain penalties may also apply.

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Penalties

(1) Penalty for Failure to Furnish TIN. If you fail to furnish your correct TIN 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 IRS.

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