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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
WYNN'S INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $1.00 Par Value Per Share
(Title of Class of Securities)
983195 10 8
(CUSIP Number)
Gregg M. Gibbons, Vice President-Corporate Affairs
Wynn's International, Inc.
500 North State College Boulevard, Suite 700, Orange, CA 92668
(714) 938-3700
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 31, 1991
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box.
Check the following box if a fee is being paid with the statement.
/ X / (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 983195 10 8
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Carroll
###-##-####
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
SEC USE ONLY
SOURCE OF FUNDS*
PF
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
SOLE VOTING POWER
397,350
SHARED VOTING POWER
Not applicable
SOLE DISPOSITIVE POWER
397,350
SHARED DISPOSITIVE POWER
Not applicable
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
397,350
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer
The class of equity securities to which this statement relates
is the Common Stock, $1.00 par value per share ("Common Stock"), of
Wynn's International, Inc., a Delaware corporation (the "Company").
The address of the principal executive offices of the Company is 500
North State College Boulevard, Suite 700, Orange, California 92668.
Item 2. Identity and Background
(a) The person filing this statement is James Carroll.
(b) The business address of Mr. Carroll is:
c/o Wynn's International, Inc.
500 North State College Boulevard
Suite 700
Orange, California 92668
(c) Mr. Carroll is the President and Chief Executive Officer of
the Company. The principal business of the Company is the
manufacture of automobile parts and accessories. The address of the
Company is 500 North State College Boulevard, Suite 700, Orange,
California 92668.
(d) During the last five years, Mr. Carroll has not been
convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors).
(e) During the last five years, Mr. Carroll has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Mr. Carroll was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Carroll is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Carroll expended $934,225 of his personal funds to acquire
the shares of Common Stock identified in Item 5(a) below. No part of
such funds was borrowed by Mr. Carroll.
Item 4. Purpose of Transaction
Mr. Carroll's purchases of the Common Stock were made for
investment purposes.
Item 5. Interest in Securities of the Issuer
(a) Mr. Carroll is the beneficial owner of 397,350 shares of
Common Stock, including 159,900 shares of Common Stock which Mr.
Carroll has the right to acquire upon the exercise of stock options.
Such 397,350 shares represent 7.0% of the outstanding shares of
Common Stock of the Company. Mr. Carroll became the beneficial owner
of more than 5% of the outstanding shares of Common Stock of the
Company on August 31, 1991, when he became vested in certain stock
options which, when aggregated with the Common Stock beneficially
owned by him at that time, totaled 201,800 shares comprising 5.5% of
the then outstanding shares of Common Stock.
(b) Mr. Carroll has the sole power to vote and the sole power
to dispose of 397,350 shares of Common Stock.
(c) On December 13, 1993, the Company granted to Mr. Carroll a
restricted stock award consisting of 60,000 shares of Common Stock at
a cost of $0.01 per share. Such shares will vest in equal annual
installments over a three-year period and are included in the 397,350
shares referred to in Item 5(a) above. On February 10, 1994, Mr.
Carroll became vested in stock options covering 8,400 shares of
Common Stock. Such options remain outstanding as of the date of this
statement.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock beneficially owned by Mr. Carroll.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
February 17, 1994
/S/ James Carroll
--------------------------
James Carroll
