Exhibit 99.2
Preferred Stock
WISCONSIN PUBLIC SERVICE CORPORATION
700 North Adams Street, P.O. Box 19001
Green Bay, Wisconsin 54307-9001
SOLICITED BY THE BOARD OF DIRECTORS FOR THE
SPECIAL MEETING OF PREFERRED SHAREHOLDERS TO BE HELD ON ____________, 2000
The undersigned hereby appoints Larry L. Weyers and Barth J. Wolf, or either
thereof, as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote as designated on the reverse side of
this form and, in their discretion, upon any matters incidental to the conduct
of the Special Meeting which may properly arise, all of the shares of preferred
stock of WISCONSIN PUBLIC SERVICE CORPORATION held of record by the undersigned
on ____________, 2000, at the Special Meeting of Preferred Shareholders to be
held on ________________, 2000, at _____ __.m. CDT, or at any adjournment
thereof.
This Proxy, when property executed, will be voted in the manner directed herein
by the undersigned shareholder(s). If no direction is given with respect to a
particular proposal, this Proxy will be voted "FOR" such Proposal.
Please vote, date and sign on the reverse side and return promptly using the
enclosed envelope. No postage is required if mailed in the United States of
America.
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Check this box if you plan to attend
the Special Meeting of Preferred
Shareholders [ ]
Indicate the number of shareholders
who will be attending the meeting. ____
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[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
WISCONSIN PUBLIC SERVICE
CORPORATION 1. Proposal to approve the merger of
Wisconsin Fuel and Light Company into
Wisconsin Public Service Corporation
pursuant to the Plan and Agreement of
Merger dated as of July 13, 2000 among
WPS Resources Corporation, Wisconsin
Public Service Corporation, WF&L
Acquisition Corp. and Wisconsin Fuel and
Light Company.
For Against Abstain
[ ] [ ] [ ]
2. Proposal to amend paragraph (8)(b) of
Part C of Article III of the Restated
Articles of Incorporation of Wisconsin
Public Service Corporation to permit
mergers of corporations with or into
Wisconsin Public Service Corporation
which do not include a change in control
of Wisconsin Public Service Corporation
without the approval of the transaction
by the holders of its Preferred Stock.
For Against Abstain
[ ] [ ] [ ]
3. Proposal to amend the Restated Articles
of Incorporation of Wisconsin Public
Service Corporation to delete in its
entirety paragraph (9) of Part C of
Article III thereof to eliminate a
requirement of approval by holders of
Preferred Stock for issuance of
unsecured securities in excess of 20% of
aggregate secured indebtedness, capital
and surplus of Wisconsin Public Service
Corporation.
For Against Abstain
[ ] [ ] [ ]
<PAGE>
If joint account, each owner must sign.
Shareholder, please sign this proxy
exactly as your name(s) appear(s) to the
left, including the title "Executor",
"Trustee", etc., if the same is
indicated. If stock is held by a
corporation, this proxy should be
executed by a proper officer thereof.
Please be sure to sign and date this Proxy. Date: ____________, 2000.
____________________________________ ________________________________________
Shareholder sign here Co-owner sign here
