Exhibit 99.2
Preferred Stock
TO VOTE BY MAIL, PLEASE DETACH THE PROXY CARD HERE
................................................................................
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
NOVEMBER 6, 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 October 5, 2000, at the Special Meeting of Preferred Shareholders to be held
on November 6, 2000, at 10:30 a.m. CST, or at any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed herein
by the shareholder(s). If no direction is given with respect to a particular
proposal, this Proxy will be voted "FOR" such proposal.
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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. ____
Instructions for Voting Your Proxy
Wisconsin Public Service Corporation is offering Preferred shareholders of
record three alternative ways of voting your proxies:
o By Telephone (using touch-tone telephone) o Through the Internet (using a
o By Mail (traditional method) browser)
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you had returned your proxy card. We encourage you to
use these cost effective and convenient ways of voting, 24 hours a day, 7 days a
week.
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TELEPHONE VOTING Available only until 4 p.m. central standard time November 3,
---------------- 2000
o This method of voting is available for residents of the U.S. and Canada.
o On a touch tone telephone, call TOLL FREE 1-877-260-0394, 24 hours a day, 7
days a week.
o You will be asked to enter ONLY the CONTROL NUMBER shown below.
o Have your proxy card ready, then follow the prerecorded instructions.
o Your vote will be confirmed and cast as you directed.
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INTERNET VOTING Available only until 4 p.m. central standard time November 3,
--------------- 2000
o Visit our Internet voting Website at http://proxy.georgeson.com.
o Enter the COMPANY NUMBER AND CONTROL NUMBER shown below and follow the
instructions on your screen.
o You will incur only your usual Internet charges.
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VOTING BY MAIL
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o Simply mark, sign and date your proxy card and return it in the
postage-paid envelope.
o If you are voting by telephone or the Internet, please do not mail your
proxy card.
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COMPANY NUMBER CONTROL NUMBER
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TO VOTE BY MAIL, PLEASE DETACH THE PROXY CARD HERE
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[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
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
[ ] [ ] [ ]
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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 debt securities in excess of
20% of aggregate secured indebtedness,
capital and surplus of Wisconsin Public
Service Corporation.
For Against Abstain
[ ] [ ] [ ]
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.
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Shareholder sign here Co-owner sign here
