EXHIBIT 99(b)
P R O X Y
LOGO LONG ISLAND LIGHTING COMPANY
EXECUTIVE OFFICES: 175 EAST OLD COUNTRY ROAD
HICKSVILLE, NEW YORK, 11801
ADMISSION CARD
LILCO ANNUAL MEETING OF SHAREHOLDERS
August 7, 1997-3:00 p.m.
Name(s):
---------------------------------
Address:
---------------------------------
---------------------------------
Shares Owned - Common
No. of Shares
-----------
Dear Shareholder:
Please bring this card to the Annual Meeting. It will expedite your
admittance when presented upon your arrival.
Very truly yours,
Kathleen A. Marion
Vice President & Corporate Secretary
TILLES CENTER - L.I. UNIVERSITY - C.W. POST CAMPUS - NORTHERN BOULEVARD -
GREENVALE, NEW YORK
PROXY FOR COMMON SHARES
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
LONG ISLAND LIGHTING COMPANY
The Shareholder hereby appoints, and if a participant in the Company's
Investor Common Stock Plan hereby authorizes and directs The Bank of New
York as Agent to appoint, GEORGE BUGLIARELLO, JOHN H. TALMAGE and BASIL A.
PATERSON and each or any of them with the power of substitution as Proxies
to vote, as designated herein, all shares of Common Stock which the
shareholder is entitled to vote at the Annual Meeting of Shareholders of the
Company on August 7, 1997 and any adjournments thereof. IN THEIR
DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING INCLUDING, WITHOUT LIMITATION, ANY
MOTION TO ADJOURN THE MEETING TO ANOTHER TIME OR PLACE (INCLUDING FOR THE
PURPOSE OF SOLICITING ADDITIONAL PROXIES).
THE SHARES REPRESENTED BY THIS PROXY, WHEN SIGNED AND RETURNED, WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE LILCO/BU AGREEMENT AND
PLAN OF EXCHANGE AND MERGER, FOR THE LILCO/LIPA AGREEMENT AND PLAN OF
EXCHANGE AND MERGER AND FOR ITEMS THREE, FOUR, FIVE, SIX AND SEVEN ON THE
OTHER SIDE.
This proxy is continued on the other side.
Please sign on the other side and return promptly.
EXHIBIT 99(b)
LOGO LILCO
EXECUTIVE OFFICES
175 EAST OLD COUNTRY ROAD Dear Shareholder,
HICKSVILLE, NY 11801
You are cordially invited to
attend our annual meeting of
shareholders to be held at 3:00 p.m. on
Thursday, August 7, 1997 in TILLES
CENTER FOR THE PERFORMING ARTS AT THE
LONG ISLAND UNIVERSITY, C.W. POST
CAMPUS, NORTHERN BOULEVARD, GREENVALE,
NEW YORK 11548. At this important
meeting you will be asked to adopt an
Agreement and Plan of Exchange and
Merger between Long Island Lighting
Company and Brooklyn Union Gas Company
and an Agreement and Plan of Exchange
and Merger between the Long Island
Lighting Company and the Long Island
Power Authority, each as described in
the enclosed Proxy Statement. EACH OF
THESE PROPOSALS REQUIRE A TWO-THIRDS
MAJORITY FOR APPROVAL AND ANY SHARES NOT
VOTED WILL BE COUNTED AS VOTES AGAINST
THESE TWO ITEMS. In addition, you will
be asked to vote on the election of
LILCO directors, appointment of
auditors, approval of an Annual Stock
Incentive Compensation Plan, approval of
an Employee Stock Purchase Plan,
approval of an amendment to the
Certificate of Incorporation to increase
the total number of authorized shares of
LILCO Common Stock and any other matters
that may come before the meeting.
Your participation is very
important to us. Please complete and
return the proxy card on the bottom
portion of this form at your earliest
convenience, whether or not you plan to
attend. The back of this form is your
admission card. If you plan to attend
the meeting, please bring this card with
you to facilitate your admission.
Sincerely,
/s/ Kathleen A. Marion
Kathleen A. Marion
Vice President &
Corporate Secretary
FOLD AND TEAR HERE FOLD AND TEAR HERE
The shares represented by this proxy when signed and returned will be voted as
directed by the Shareholder. If no direction is given, such shares will be voted
FOR the LILCO/BU Agreement and Plan of Exchange and Merger, FOR the LILCO/LIPA
Agreement and Plan of Exchange and Merger, FOR the LILCO/LIPA Agreement and Plan
of Exchange and Merger and FOR items Three, Four, Five, Six and Seven.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR the item listed below.
- --------------------------------------------------------------------------------
Item One - LILCO/BU Agreement and Plan of Exchange and Merger
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Item Two - LILCO/LIPA Agreement and Plan of Exchange and Merger
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Item Three - Election of Directors [ ] FOR ALL nominees named below
[ ] WITHHELD for all nominees
(To: withhold from individual nominees, strike a line through their name(s)).
W.J. Calacosinos, J.H. Talmage, B.A. Paterson, G. Bugliarello, G.J. Sideris,
A.J. Barnes, R.L. Schmalensee, R.I. Caporali, P.O. Crisp, K.D. Ortega, V.L.
Fuller and J.T. Flynn.
- --------------------------------------------------------------------------------
Item Four - Independent Auditors
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Item Five - LILCO Annual Stock Incentive Compensation Plan
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Item Six - LILCO Employee Stock Purchase Plan
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
Item Seven - An amendment to the LILCO Certificate of Incorporation to increase
the total number of authorized shares of LILCO Common Stock.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------------
[ ] Please eliminate the duplicate mailing of the Annual Report to this
account.
PLEASE SIGN AND DATE BELOW
Date , 1997
---------------------------
Signature:
---------------------------
Signature:
---------------------------
Please sign exactly as your name appears above and return this card in the
enclosed postage paid envelope. If signing as executor, administrator, trustee,
guardian, etc., you should so indicate. If the signer is a corporation, please
sign in full corporate name, by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
P R O X Y
LOGO LONG ISLAND LIGHTING COMPANY
EXECUTIVE OFFICES: 175 EAST OLD COUNTRY ROAD
HICKSVILLE, NEW YORK, 11801
ADMISSION CARD
LILCO ANNUAL MEETING OF SHAREHOLDERS
August 7, 1997-3:00 p.m.
Name(s):
---------------------------------
Address:
---------------------------------
---------------------------------
Shares Owned - Preferred
No. of Shares
-----------
Dear Shareholder:
Please bring this card to the Annual Meeting. It will expedite your
admittance when presented upon your arrival.
Very truly Yours,
Kathleen A. Marion
Vice President & Corporate Secretary
TILLES CENTER - L.I. UNIVERSITY - C.W. POST CAMPUS - NORTHERN BOULEVARD -
GREENVALE, NEW YORK
PROXY FOR PREFERRED SHARES
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
LONG ISLAND LIGHTING COMPANY
The Shareholder hereby appoints, and if a participant in the Company's
Investor Common Stock Plan hereby authorizes and directs The Bank of New
York as Agent to appoint, GEORGE BUGLIARELLO, JOHN H. TALMAGE and BASIL A.
PATERSON and each or any of them with the power of substitution as Proxies
to vote, as designated herein, all shares of Preferred Stock which the
shareholder is entitled to vote at the Annual Meeting of Shareholders of the
Company on August 7, 1997 and any adjournments thereof. IN THEIR
DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING INCLUDING, WITHOUT LIMITATION, ANY
MOTION TO ADJOURN THE MEETING TO ANOTHER TIME OR PLACE (INCLUDING FOR
PURPOSES OF SOLICITING ADDITIONAL PROXIES).
THE SHARES REPRESENTED BY THIS PROXY, WHEN SIGNED AND RETURNED, WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE LILCO/LIPA AGREEMENT
AND PLAN OF EXCHANGE AND MERGER.
This proxy is continued on the other side.
Please sign on the other side and return promptly.
LOGO LILCO
EXECUTIVE OFFICES
175 EAST OLD COUNTRY ROAD Dear Shareholder,
HICKSVILLE, NY 11801
You are cordially invited to
attend our annual meeting of
shareholders to be held at 3:00 p.m. on
Thursday, August 7, 1997 in TILLES
CENTER FOR THE PERFORMING ARTS AT THE
LONG ISLAND UNIVERSITY, C.W. POST
CAMPUS, NORTHERN BOULEVARD, GREENVALE,
NEW YORK 11548. At this important
meeting you will be asked to adopt an
Agreement and Plan of Exchange and
Merger between Long Island Lighting
Company and the Long Island Power
Authority as described in the enclosed
Proxy Statement.
THIS PROPOSAL REQUIRES A TWO-
THIRDS MAJORITY OF COMMON AND CERTAIN
PREFERRED SHARES OUTSTANDING FOR
APPROVAL AND ANY SHARES NOT VOTED WILL
BE COUNTED AS VOTES AGAINST THIS
PROPOSED TRANSACTION. Your participation
is very important to us. Please complete
and return the proxy card on the bottom
portion of this form at your earliest
convenience, whether or not you plan to
attend. The back of this form is your
admission card. If you plan to attend
the meeting, please bring this card with
you to facilitate your admission.
Sincerely,
/s/ Kathleen A. Marion
Kathleen A. Marion
Vice President &
Corporate Secretary
FOLD AND TEAR HERE FOLD AND TEAR HERE
The shares represented by this proxy when signed and returned will be voted as
directed by the Shareholder. If no direction is given, such shares will be voted
FOR the LILCO/LIPA Agreement and Plan of Exchange and Merger.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR the item listed below.
- --------------------------------------------------------------------------------
Item One - LILCO/LIPA Agreement and Plan of Exchange and Merger
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
[ ] Please eliminate the duplicate mailing of the Annual Report to this
account.
PLEASE SIGN AND DATE BELOW
Date , 1997
---------------------------
Signature:
---------------------------
Signature:
---------------------------
Please sign exactly as your name appears above and return this card in the
enclosed postage paid envelope. If signing as executor, administrator, trustee,
guardian, etc., you should so indicate. If the signer is a corporation, please
sign in full corporate name, by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.