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Exhibit 99(i)
THE STANDARD PRODUCTS COMPANY
PROXY AND CERTIFICATION REGARDING INTERESTED SHARES
The undersigned hereby appoints RONALD L. ROUDEBUSH, DONALD R. SHELEY, JR.
AND RICHARD N. JACOBSON, and each of them, attorneys and proxies of the
undersigned, with full power of substitution, to attend the special meeting of
shareholders of The Standard Products Company to be held at Standard's Reid
Division offices located at 2130 West 110(th) Street, Cleveland, Ohio, on
Tuesday, October 26, 1999 at 9:00 a.m., local time, or any adjournment thereof,
and to vote the number of common shares of Standard which the undersigned would
be entitled to vote, and with all the power the undersigned would possess, if
personally present, as follows on:
1. a proposal to (a) adopt the Agreement and Plan of Merger, dated as of
July 27, 1999, by and among Cooper Tire & Rubber Company, a Delaware
corporation, CTB Acquisition Company, an Ohio corporation and a wholly
owned subsidiary of Cooper, and The Standard Products Company, an Ohio
corporation (as more fully described in the proxy statement-prospectus,
the Agreement and Plan of Merger provides, among other things, that
depending on Cooper's stock price at the closing either (i) Standard will
merge with and into Cooper and each shareholder's outstanding Standard
common shares will be converted, taking into account the election of the
shareholder and subject to certain conditions, into the right to receive
cash, shares of Cooper common stock or a combination of cash and stock,
determined pursuant to the formulas set forth in the Agreement and Plan
of Merger or (ii) CTB Acquisition Company will merge with and into
Standard and each outstanding Standard common share will be converted
into the right to receive $36.50 in cash); and (b) authorize the
acquisition of Standard's common shares by Cooper under the Ohio Control
Share Acquisition Act (the "Merger Proposal").
The proxies are instructed to vote on the Merger Proposal as follows:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. such other business as may properly be brought before the special meeting
or any adjournment or postponement of the special meeting.
(Continued on Reverse Side)
CERTIFICATION REGARDING INTERESTED SHARES
By executing and returning this proxy, the undersigned certifies that (i) the
undersigned has carefully reviewed "The Special Meeting -- Compliance with the
Ohio Control Share Acquisition Act" at page 27 in the accompanying proxy
statement-prospectus; (ii) except as set forth below, all Standard common shares
represented by this proxy are not "interested shares" as described in that
section and defined in the Ohio Control Share Acquisition Act; and (iii) the
undersigned undertakes to immediately notify Standard in writing if any of the
common shares represented by this proxy become "interested shares" after the
date hereof.
NUMBER OF "INTERESTED SHARES" (IF ANY) ____________________
The Board of Directors of The Standard Products Company recommends a
vote FOR the Merger Proposal.
THE PROXIES WILL VOTE AS SPECIFIED ABOVE, OR IF A CHOICE IS NOT
SPECIFIED, THEY WILL VOTE FOR APPROVAL OF THE MERGER PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE STANDARD
PRODUCTS COMPANY.
Receipt of the Notice of Special
Meeting of Shareholders and proxy
statement-prospectus dated September
, 1999 is hereby acknowledged.
DATED: , 1999
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Signature(s)
(Please sign exactly as your name or
names appear hereon, indicating,
where proper, official position or
representative capacity.)