EX-99 4 a_ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 FORM OF PROXY AVID SPORTSWEAR & GOLF CORP. 834 Ridge Avenue Pittsburgh, Pennsylvania 15212 The undersigned hereby appoints Frank Jakovac, as proxy with full power of substitution, to represent the undersigned and to vote all shares of capital stock of Avid Sportswear & Golf Corp., which the undersigned would be entitled to vote if personally present and voting at the Special Meeting of Shareholders to be held _____________, 2002, or any adjournment thereof, upon all matters coming before the meeting. 1. MERGER AGREEMENT: To approve the Merger Agreement dated __________, 2002, by and among Avid Sportswear & Golf Corp., United Companies Corporation, a Nevada corporation, and Merger Co., Inc., a Nevada corporation and a wholly-owned subsidiary of United Companies Corporation, and the related Articles of Merger which provide for the merger of Avid Sportswear & Golf Corp. with and into Merger Co., Inc. as a result of which Merger Co., Inc. shall be the surviving entity and shall assume all of Avid Sportswear & Golf Corp.'s assets and liabilities. Under the terms of the Merger Agreement, upon consummation of the merger, shares of Avid common stock will be converted into shares of United common stock on a fifty (50) for one (1) basis. In addition, shares of Avid Series A Preferred Stock will be converted into shares of United common stock on an as-converted Avid common stock basis, which means that one (1) share of United common stock shall be issued for the equivalent of fifty (50) shares of Avid common stock. FOR AGAINST ABSTAIN / / / / / / 2. ARTICLES OF MERGER: To approve the Articles of Merger, to be dated as of the date of the merger of Avid Sportswear & Golf Corp. with and into Merger Co., Inc., pursuant to which the merger will be effected. FOR AGAINST ABSTAIN / / / / / / -------------------------------------------------------------------------------- In his discretion, the Proxy is authorized to vote upon such other business as may incidentally and properly come before the meeting. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, the proxy will be voted for Proposal 1 and Proposal 2. DATED: _____________________, 2002 ---------------------------------- Signature ---------------------------------- Signature if held jointly Please date, print and sign your name above. When shares are held by joint tenants, both should sign. When signing as attorney, as executor, administrator, trustee or guardian, please give full title as such. If 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.