WYNNS INTERNATIONAL INC, 10-K405, 1995-03-28

WYNNS INTERNATIONAL INC
10-K405, 1995-03-28
GASKETS, PACKG & SEALG DEVICES & RUBBER & PLASTICS HOSE

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-K

(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [FEE REQUIRED] for the fiscal year ended DECEMBER 31, 1994; or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [NO FEE REQUIRED] for the transition period from
to
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COMMISSION FILE NUMBER 1-7200

WYNN'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 95-2854312
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

500 NORTH STATE COLLEGE BOULEVARD
SUITE 700
ORANGE, CALIFORNIA 92668
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (714) 938-3700

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Name of Each Exchange on Which
Title of Each Class Registered
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Common Stock, par value $1 per share New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

The aggregate market value of voting stock held by non-affiliates of the
Registrant was $123,161,460 as of March 14, 1995. All outstanding shares of
voting stock, except for shares held by executive officers and members of the
Board of Directors of Registrant, are deemed to be held by non-affiliates.

On March 14, 1995, Registrant had 5,997,577 shares of common stock
outstanding.

Parts I and II incorporate information by reference from the Annual Report to
Stockholders for the year ended December 31, 1994. Part III incorporates
information by reference from the Proxy Statement for the Annual Meeting of
Stockholders to be held on May 10, 1995.

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
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PART I

ITEM 1. BUSINESS

Wynn's International, Inc., through its subsidiaries, is engaged primarily
in the automotive components business and the specialty chemicals business. The
Company designs, produces and sells O-rings and other seals and molded
elastomeric and thermoplastic polymer products and automotive air conditioning
systems and components. The Company also formulates, produces and sells
specialty chemical products and automotive service equipment and distributes,
primarily in southern California, locks and hardware products manufactured by
others.

O-rings and other molded polymer products are marketed under the trade
name "Wynn's-Precision." Air conditioning systems for the automotive
aftermarket are marketed by the Company under the trademark FROSTEMP [REGISTERED
TRADEMARK] and installation centers are operated under the trademarks MAXAIR
[REGISTERED TRADEMARK] and FROSTEMP. Specialty chemical products are marketed
under various trademarks, including WYNN'S [REGISTERED TRADEMARK], FRICTION
PROOFING [REGISTERED TRADEMARK], X-TEND [REGISTERED TRADEMARK], SPIT FIRE
[REGISTERED TRADEMARK] AND DU-ALL [REGISTERED TRADEMARK].

The Company's executive offices are located at 500 North State College
Boulevard, Suite 700, Orange, California 92668. Its telephone number is (714)
938-3700. The terms "Wynn's International, Inc.," "Wynn's," "Company" and
"Registrant" herein refer to Wynn's International, Inc. and its subsidiaries
unless the context indicates otherwise.

FINANCIAL INFORMATION BY BUSINESS SEGMENT AND GEOGRAPHIC DATA

The Company's operations are conducted in three industry segments:
Automotive Components; Specialty Chemicals; and Builders Hardware. Financial
information relating to the Company's business segments for the five years ended
December 31, 1994 is incorporated by reference from Note 14 of "Notes to
Consolidated Financial Statements" on pages 29 through 31 of the Company's
Annual Report to Stockholders for the year ended December 31, 1994 (the "1994
Annual Report").

AUTOMOTIVE COMPONENTS

The Automotive Components Division consists of Wynn's-Precision, Inc.
("Precision") and Wynn's Climate Systems, Inc. ("Wynn's Climate Systems").
During 1994, sales of the Automotive Components Division were $176,346,000, or
60% of the Company's total net sales, as compared with $181,478,000 and 64% in
1993. The operating profit of the division in 1994 was $18,566,000, or 65% of
the Company's total operating profit, as compared with $16,643,000 and 70% in
1993. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business Segment and Geographical Information" on
pages 16 through 19 and 29 through 31, respectively, of the 1994 Annual Report,
which are hereby incorporated by reference. See also "Other Factors Affecting
the Business."

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WYNN'S-PRECISION, INC.
(O-RINGS, SEALS AND OTHER MOLDED ELASTOMERIC AND THERMOPLASTIC POLYMER PRODUCTS)

PRODUCTS

Precision and its affiliated companies design, manufacture and market a
variety of static and dynamic sealing products. The principal products of
Precision are O-rings, composite gaskets, engineered seals and convoluted boots
and seals that are reinforced with plastic, metal and fabric. These products
are made from elastomeric and thermoplastic polymers. The products are used for
a variety of applications that include engines, transmissions, steering pumps
and assemblies, fuel handling, suspension/brake systems, refrigeration and
electronics. Precision's primary customers are manufacturers of automobiles,
trucks and off-highway vehicles, fluid handling equipment, and aircraft and
aerospace components, and the military.

DISTRIBUTION

Precision sells its products primarily through a direct sales force to
original equipment manufacturer ("OEM") customers. Precision also markets its
products throughout the United States through independent distributors and
through Company-operated regional service centers located in California,
Illinois, Indiana, Kansas, Michigan, Minnesota, New York, North Carolina, Ohio,
Pennsylvania and Texas. Precision's Canadian operation distributes products
principally through a direct sales force to OEM customers, through independent
distributors and through Precision-operated service centers in Canada and
England.

PRODUCTION

Precision's manufacturing facilities are located in Arizona, Tennessee,
Texas, Virginia and Ontario, Canada. Precision's administrative headquarters
are located at the site of its main manufacturing facility in Lebanon,
Tennessee. Also located in Lebanon, Tennessee are Precision's own tool
production facility and a facility dedicated exclusively to injection molding.
Over the past several years, Precision has made significant investments in
modern computerized production equipment and facilities. In 1994, Precision
invested approximately $10 million in new production equipment, which expanded
production capacity primarily at Precision's Lebanon, Tennessee and Virginia
facilities.

The principal raw materials used by Precision are elastomeric and
thermoplastic polymers. These raw materials generally have been available from
numerous sources in sufficient quantities to meet Precision's requirements.
Adequate supplies of raw materials were available in 1994 and are expected to
continue to be available in 1995.

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WYNN'S CLIMATE SYSTEMS, INC.
(AUTOMOTIVE AIR CONDITIONING SYSTEMS AND COMPONENTS)

PRODUCTS AND SERVICES

Wynn's Climate Systems designs, manufactures and markets automotive air
conditioning systems and components for both automotive OEMs and the automotive
aftermarket. The components include condensers, evaporator coils, injection-
molded and vacuum-formed plastic parts, steel brackets, adapter kits and hose
and tube assemblies. In 1994, Wynn's Climate Systems also manufactured and sold
refrigerant recovery and recycling equipment ("A/C-R Equipment"). In January
1995, Wynn's Climate Systems sold substantially all of its inventory of A/C-R
Equipment and will discontinue the manufacture of such equipment after December
1995. Wynn's Climate Systems also operates seven installation centers that
install air conditioners and accessories for automobile dealers and retail
customers.

DISTRIBUTION

Wynn's Climate Systems sells its air conditioning components to OEM
customers and distributors. It sells its air conditioning systems to OEM
customers and their distributors and dealers, and to distributors in the
automotive aftermarket. During 1994, Wynn's Climate Systems sold its A/C-R
Equipment to end users and distributors.

PRODUCTION

Wynn's Climate Systems manufactures its products in its 185,000 square
foot facility located in Fort Worth, Texas. Wynn's Climate Systems manufactures
many of the components that it uses in the production of its air conditioning
systems. Outside vendors supply certain finished components such as
compressors, accumulators and receiver/dryers. Adequate supplies of raw
materials and components provided by outside vendors are available at present
and are expected to continue to be available for the foreseeable future. Wynn's
Climate Systems generally experienced only modest price increases for raw
materials in 1994.

SPECIALTY CHEMICALS

The Specialty Chemicals Division consists of Wynn Oil Company and its
subsidiaries ("Wynn Oil"). During 1994, net sales at Wynn Oil were
$110,867,000, or 38% of the Company's total net sales, as compared to
$98,318,000 and 34% for 1993. The operating profit of the division during 1994
was $9,564,000, or 34% of the Company's total operating profit, compared with
$7,046,000 and 29% for 1993. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business Segment and
Geographical Information" on pages 16 through 19 and 29 through 31,
respectively, of the 1994 Annual Report, which are hereby incorporated by
reference. See also "Other Factors Affecting the Business."

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PRODUCTS

The principal business of Wynn Oil is the development, manufacture and
marketing of a wide variety of specialty chemical car care products under the
WYNN'S and X-TEND trademarks. Wynn Oil's car care products are formulated to
provide preventive or corrective maintenance for automotive engines,
transmissions, steering systems, fuel delivery systems, differentials, engine
cooling systems and other automotive mechanical parts. Wynn Oil also
manufactures industrial specialty chemical products, including forging
compounds, lubricants, cutting fluids and multipurpose coolants for precision
metal forming and machining operations. Wynn Oil also manufactures the patented
DU-ALL antifreeze power drain and fill and recycling machine, which is used in
conjunction with proprietary chemicals to service a vehicle's cooling system and
recycle the used antifreeze. The DU-ALL system has been approved by General
Motors. Wynn Oil also sells its WYNN'S EMISSION CONTROL [REGISTERED TRADEMARK]
product, a patented organic fuel combustion catalyst for spark ignition and
diesel engines which helps reduce exhaust emissions and improve fuel economy.

Wynn Oil also markets the WYNN'S PRODUCT WARRANTY [REGISTERED TRADEMARK]
program, which, in general, are kits containing a specially formulated line of
automotive additive products, accompanied by a special product warranty. The
warranty kits are sold through distributors and automobile dealers primarily to
purchasers of used automobiles. The Wynn's Product Warranty program provides
reimbursement of the costs of certain parts and labor and, in some instances,
the costs of towing and a rental car, incurred by vehicle owners who use the
special products to treat their vehicles in accordance with the terms and
conditions of the warranty and who experience certain types of damage which the
special products were designed to help prevent. See "Other Factors Affecting
the Business."

DISTRIBUTION

Wynn Oil's car care products are sold in the United States and in
approximately 90 foreign countries. See "Foreign Operations."

Wynn Oil distributes its products through a wide range of distribution
channels. Domestically, Wynn Oil distributes its products through independent
distributors, warehouse distributors, mass merchandisers and chain stores. The
Company also uses an internal sales force and manufacturers' representative
organizations in the sale and distribution of its products. Foreign sales are
made principally through wholly-owned subsidiaries, which sell either through an
internal sales force or to independent distributors or through manufacturers'
representative organizations. The Company also engages in direct export sales
to independent distributors, primarily in Asia and Latin America. See "Other
Factors Affecting the Business."

PRODUCTION

Wynn Oil has manufacturing facilities in California and Belgium. Other
foreign subsidiaries either purchase products directly from the manufacturing
facilities in the United States or Belgium or have the products manufactured
locally by outside suppliers according to Wynn Oil's specifications and

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formulae. Wynn Oil periodically reviews its production and sourcing locations
in light of fluctuating foreign currency rates.

Wynn Oil utilizes a large number of chemicals in the production of its
various specialty chemical products. Primary raw materials necessary for the
production of these products, as well as the finished products, generally have
been available from several sources. An adequate supply of materials was
available in 1994 and is expected to continue to be available for the
foreseeable future.

BUILDERS HARDWARE

The Builders Hardware Division consists of Robert Skeels & Company
("Skeels"), a wholesale distributor of builders hardware products, including
locksets and locksmith supplies. During 1994, Skeels' net sales were
$5,438,000, or 2% of the Company's total net sales, as compared with $5,161,000
and 2% for 1993. The operating profit of the division during 1994 was $392,000,
or 1% of the Company's total operating profit, compared with $193,000 and 1% for
1993. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business Segment and Geographical Information" on
pages 16 through 19 and 29 through 31, respectively, of the 1994 Annual Report,
which are hereby incorporated by reference.

Skeels' main facility is located in Compton, California. In addition,
Skeels also has leased satellite facilities located in Fullerton and Los
Angeles, California.

Skeels supplies approximately 35,000 items to retail hardware, locksmith
and lumberyard outlets in southern California, Arizona, and Nevada. Skeels also
sells directly to large institutional customers. Most of Skeels' sales are
derived from replacement items used by industry, institutions and in-home
remodeling and repair.

Skeels has been a distributor of Schlage lock products since 1931. Skeels
also distributes other well-known brands such as Lawrence, Kwikset and Master.
All of Skeels' distributorship arrangements generally are cancelable by the
manufacturers without cause.

OTHER FACTORS AFFECTING THE BUSINESS

COMPETITION

All phases of the Company's business have been and remain highly
competitive. The Company's products and services compete with those of numerous
companies, some of which have financial resources greater than those of the
Company. Sales by the Automotive Components Division are in part related to the
sales of vehicles by its OEM customers.

Precision has a large number of competitors in the market for static and
dynamic sealing products, some of which competitors are substantially larger
than Precision. The markets in which Precision competes are also sensitive to
changes in price. Requests for price reductions are not

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uncommon. Precision attempts to work with its customers to identify ways to
lower costs and prices. Precision focuses on high technology, high quality
sealing devices and has made significant investments in advanced equipment and
other means to raise productivity. In 1994, Precision invested approximately
$10 million in new production equipment, which expanded its production capacity
primarily at its Lebanon, Tennessee and Virginia facilities. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Precision's major focus is to be the low cost producer of superior quality
products within its industry. Precision believes it must expand into additional
areas of sealing technology in order to continue to be an effective competitor.

Wynn's Climate Systems has a number of competitors that manufacture air
conditioning systems and components, some which are substantially larger than
Wynn's Climate Systems. Automotive air conditioning manufacturers compete in
the areas of price, service, warranty and product performance. Wynn's Climate
System's focus is to manufacture high quality products. Over time there has
been a gradual increase in the number of air conditioning systems installed on
the automotive factory line. The increase in the number of factory-installed
systems has reduced the size of the market for aftermarket sales.

Competition with respect to Wynn Oil's specialty chemical products
consists principally of other automotive aftermarket chemical and industrial
fluid companies. Some major oil companies also market their own additive
products through retail service stations, independent dealers and garages.
Certain national retailers market private label brands of specialty chemical
products. Wynn Oil's DU-ALL antifreeze recycling equipment and chemicals
compete against other antifreeze recycling processes, some of which also have
been approved by General Motors. The principal methods of competition vary by
geographic locale and by the relative market share held by the Company compared
to other competitors.

Skeels continues to face intense price competition from numerous cash-and-
carry discount retailers. Skeels also has observed some manufacturers selling
directly to retailers to increase volume.

KEY CUSTOMERS

Sales to General Motors constituted approximately 10.3% of the total net sales
of the Company in 1994.

GOVERNMENT REGULATIONS

The number of governmental rules and regulations affecting the Company's
business and products continues to increase.

Wynn Oil markets the Wynn's Product Warranty program in approximately
forty-four states and Canada. Questions have been raised by certain state
insurance regulators as to whether the product warranty that accompanies the kit
is in the nature of insurance. Wynn Oil attempts to resolve these questions to
the satisfaction of each state insurance regulator. At times, it has elected to
withdraw the Wynn's Product Warranty from certain states. No assurance can be
given that governmental regulations will not significantly affect the marketing
of the Wynn's Product Warranty in the United States or other countries in the
future.

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ENVIRONMENTAL MATTERS

The Company has used various substances in its past and present
manufacturing operations which have been or may be deemed to be hazardous, and
the extent of its potential liability, if any, under applicable environmental
statutes, rules, regulations and case law is unclear. Under the Comprehensive
Environmental Response, Compensation and Liability Act, as amended ("CERCLA"), a
responsible party may be jointly liable for the entire cost of remediating
contaminated property even if it contributed only a small portion of the total
contamination. The actual costs to be incurred by the Company for an
environmental matter will depend upon such factors as the nature and extent of
the contamination, the remedial action selected, the cleanup level required,
changes in regulatory requirements, the ability of other responsible parties, if
any, to pay their respective shares, and any insurance recoveries. At December
31, 1994, the Company had consolidated accrued reserves of approximately $3.4
million relating to environmental matters. Although the effect of resolution of
environmental matters on results of operations cannot be predicted, the Company
believes, based on information presently known to the Company, that any
liability that may result from environmental matters in excess of accrued
reserves should not materially affect the Company's financial position. See
Note 11 of "Notes to Consolidated Financial Statements" on page 28 of the 1994
Annual Report, which is hereby incorporated by reference. All potentially
significant environmental matters presently known to the Company are described
below.

(a) In 1988, the Los Angeles County Department of Health Services
(the "LADHS") directed Wynn Oil to conduct a site assessment of the Wynn
Oil manufacturing facility in Azusa, California (the "Azusa Facility"). In
April 1989, regulatory jurisdiction over this matter was transferred from
the LADHS to the California Regional Water Quality Control Board-Los
Angeles Region (the "RWQCB"). In July 1990, Wynn Oil received a general
notice letter from the United States Environmental Protection Agency (the
"EPA") stating that it may be a potentially responsible party ("PRP") with
respect to the San Gabriel Valley, California Superfund Sites regional
groundwater problem. The EPA letter included an information request
pursuant to Section 104(e) of CERCLA to which Wynn Oil responded within the
specified time period.

Since October 1989, Wynn Oil and its consultants have been working
with representatives of the RWQCB to conduct a comprehensive site
assessment of the Azusa Facility. In January 1992, at the request of the
EPA and the RWQCB, Wynn Oil agreed to expand the scope of its investigation
of the Azusa Facility to include three soil gas monitoring wells and one
groundwater monitoring well. The monitoring wells were installed in 1992,
and the results of ongoing sampling have been reported to the RWQCB. In
the fall of 1993, the RWQCB requested Wynn Oil to install a groundwater
monitoring well located upgradient of the existing Azusa Facility well.
Wynn Oil reached agreement with another PRP located on an approximately
upgradient property. The agreement provided for this PRP to install the
groundwater monitoring well on its property and for Wynn Oil to share the
costs of installation. The well was installed, and the RWQCB has accepted
this well as meeting its request for Wynn Oil to install a well upgradient
of the Azusa Facility. Wynn Oil continues to monitor the well located at
the Azusa Facility in accordance with RWQCB requirements.

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In March 1994, the EPA issued its Record of Decision ("ROD") with
respect to the Baldwin Park Operable Unit ("BPOU") of the San Gabriel
Valley Superfund Sites. The Azusa Facility is located within the BPOU. In
the ROD, the EPA selected an interim groundwater remedial action (the
"Interim Remedial Action") for the BPOU that is estimated to cost in the
range of $100 to $120 million. In April 1994, Wynn Oil joined with
approximately fifteen other companies, each of which has been identified as
a PRP in EPA General Notice letters, to form the BPOU Steering Committee
("Steering Committee"). During the past year, the Steering Committee has
been negotiating with several local, state and federal entities regarding
implementation of the ROD with partial funding from the Metropolitan Water
District Groundwater Recovery Program and funds from the federal Bureau of
Reclamation available for conjunctive use projects in the San Gabriel
Basin. If agreement is reached among these entities, the PRP costs of
implementing the ROD reportedly could be reduced to about $35 million.
There is, however, no assurance that such agreements will be reached.

In January 1995, the EPA issued "pre-Special Notice" letters to
sixteen companies, including Wynn Oil, requesting them to install up to ten
regional monitoring wells and complete other pre-design work needed before
the remedy can be implemented (the "Pre-Design Work"). In recognition of
the Steering Committee's commitment to perform the Pre-Design Work, the EPA
has deferred issuance of Special Notice letters for implementation of the
ROD until later in 1995. As of this date, eleven members of the Steering
Committee, including Wynn Oil, have agreed to fund the costs of the Pre-
Design Work on an interim basis subject to reallocation among all of the
PRPs who ultimately share the costs of implementing the ROD. The estimated
cost of the Pre-Design Work to be paid by the PRPs is approximately $2
million. Wynn Oil's ultimate share of the Interim Remedial Action costs
cannot be estimated at this time. The EPA has indicated that it considers
Wynn Oil to be one of the four largest contributors to the regional
groundwater problem in the BPOU. Wynn Oil disagrees with the views
expressed by the EPA. Wynn Oil may at some later date elect or be required
to take specific remedial actions with respect to soils conditions at the
Azusa Facility.

(b) In May 1989, Wynn's Climate Systems received notice that it had
been identified as a generator of hazardous waste that had been shipped to
the Chemical Recycling, Inc. ("CRI") site in Wylie, Texas (the "CRI Site")
for treatment. CRI was engaged in the business of recycling and reclaiming
spent solvents and other hazardous wastes at the CRI Site until it ceased
operations in February 1989. Wynn's Climate Systems is one of
approximately 100 hazardous waste generators that have been identified as
potentially responsible parties for the CRI Site. A PRP Steering Committee
(the "Committee") was formed to negotiate with the EPA on behalf of its
members an agreement to take remedial measures voluntarily at the CRI Site.
As of March 1995, approximately 88 PRPs, including Wynn's Climate Systems,
had agreed to participate in the Committee for the CRI Site. PRPs that
have agreed to participate in the Committee have signed Consent Agreements
with the EPA with respect to the CRI Site. Remediation efforts have begun
at the CRI Site under the guidance of the Committee. As of March 1995,
Wynn's Climate Systems' proportionate share of the total volume of waste
contributed to the CRI Site by Committee members was approximately two
tenths of one percent (0.2%).

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(c) In January 1990, Precision received a letter from the EPA
regarding the Saad Site in Nashville, Tennessee. The owner of the Saad
Site engaged in reclamation and recycling activities at the Site, which
resulted in soil and groundwater contamination. The letter stated that
Precision may be a PRP for the Saad Site. The EPA subsequently requested
Precision to furnish information about its involvement with the Saad Site.
Precision has provided the information requested. Precision's records
indicate that a predecessor entity sent wastes to the Saad Site in the mid-
1970s. Based on that information, Precision joined the Saad Site Steering
Committee as a Limited Member. In February 1992, the Company received a
letter stating that the Allocation Committee had concluded that Precision
should become a Full Member of the Steering Committee and thus share
proportionately in the liability for the cleanup. Precision responded by
letter that there was no legal basis to hold it responsible for the
activities of the predecessor entity. As of March 15, 1995, the Allocation
Committee has not responded to Precision's letter.

(d) In January 1991, Wynn's Climate Systems received a letter from
the Texas Natural Resources Conservation Commission (the "TNRCC") alleging
that soil adjacent to one of its leased manufacturing facilities was
contaminated with hazardous substances. The TNRCC directed Wynn's Climate
Systems to determine the extent of such contamination and then take
appropriate remedial measures. Wynn's Climate Systems retained
environmental consultants to conduct soil sampling and otherwise comply
with the directive of the TNRCC. Performance of this work was completed in
late 1991. Wynn's Climate Systems submitted a copy of the report of its
consultants to the TNRCC in February 1992. In 1994, Wynn's Climate Systems
received a request from the TNRCC for additional information. Wynn's
Climate Systems furnished the requested information to the TNRCC. Wynn's
Climate Systems also is voluntarily conducting additional investigation at
this facility. Wynn's Climate Systems ceased leasing this facility at the
end of 1994.

(e) In 1992, Precision identified an area at its Lebanon, Tennessee
facility which contained oil stained soils. Precision retained outside
environmental consultants to investigate the nature and extent of the
contamination. The soils investigation has been completed and the remedial
alternatives have been evaluated. Precision has selected and is in the
process of implementing the recommended remedial alternative. Some
contamination was detected in the shallow groundwater and this phase of the
remedial investigation is continuing.

(f) In February 1992, an inactive subsidiary of the Company received
a letter from the then lessee (the "Lessee") of a parcel of real property
in Compton, California formerly leased by the subsidiary. The letter
stated that the Lessee had discovered soil contamination at the site and
asserted that the subsidiary may be liable for the cost of cleanup. The
letter stated that the Lessee was investigating the nature and extent of
the soil contamination. In July 1993, the Company received a letter from
the owner of the real property (the "Property Owner") stating that the
Property Owner had asserted a claim against the Lessee to pay the cost of
remediation and that the Property Owner may assert a claim against the
Company. In February 1995, the Property Owner filed a lawsuit in federal
court against the Lessee and its principal, the inactive subsidiary, Wynn's
International, Inc. and Wynn Oil. The complaint alleges that the
defendants stored solid and hazardous wastes at the site and that the
storage devices for the wastes leaked, causing contamination of the soils
and groundwater. The complaint seeks relief under CERCLA,

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the Resource Conservation Recovery Act of 1976 and common law, including an
unspecified amount of damages and an injunction to compel the defendants to
clean up the property. The Company does not know the extent of the
contamination or the estimated cost of cleanup at this site.

FOREIGN CURRENCY FLUCTUATIONS

In 1994, the United States dollar generally decreased in value compared to
1993 in the currencies of most countries in which the Company does business.
This decrease in the value of the U.S. dollar caused aggregate foreign sales and
operating profit to be translated into higher dollar values than what would have
been reported if exchange rates had remained constant during 1994. In 1994, the
Equity Adjustment from Foreign Currency Translation account on the Consolidated
Balance Sheet increased by $576,000, which caused a corresponding increase in
Total Stockholders' Equity. See "Foreign Operations."

PATENTS AND TRADEMARKS

The Company holds a number of patents and trademarks which are used in the
operation of its businesses. There is no known challenge to the Company's
rights under any material patents or material trademarks. In 1989, Wynn Oil
filed a lawsuit in the federal district court in Detroit, Michigan against
another company and its principal stockholder for infringement of Wynn Oil's X-
TEND [REGISTERED TRADEMARK] trademark. In February 1994, the court awarded Wynn
Oil $2.0 million in damages. Additionally, in May 1994, the court awarded Wynn
Oil approximately $1.2 million in prejudgment interest and attorneys' fees.
Defendants filed a timely appeal of the District Court ruling to the United
States Court of Appeals for the Sixth Circuit, but did not file the required
bond to stay execution of the judgment. Prior to Wynn Oil executing upon the
defendants' assets, the defendants filed Chapter 11 bankruptcy proceedings in
late 1994 in Florida. The bankruptcy filing resulted in an automatic stay of
all pending collection efforts. Wynn Oil and its counsel are working through
the bankruptcy process to maximize Wynn Oil's ultimate recovery against the
defendants. See "Legal Proceedings."

SEASONALITY OF THE BUSINESS

Although sales at the Company's divisions are somewhat seasonal, the
consolidated results of operations generally do not reflect seasonality.

RESEARCH AND DEVELOPMENT

Precision maintains research and engineering facilities in Tennessee,
Virginia and Canada. Research and development is an important aspect of
Precision's business as Precision has developed and continues to develop
numerous specialized compounds to meet the specific needs of its various
customers. Precision also has technical centers in Tennessee, Virginia and
Canada to construct prototype products and to perform comprehensive testing of
materials and products. Precision maintains extensive research, development and
engineering facilities to provide outstanding service to its customers.

<PAGE>

Wynn Oil maintains research and product performance centers in California,
Belgium, France and South Africa. The main activities of the research staff are
the development of new specialty chemicals and other products, improvement of
existing products, including finding new applications for their use, evaluation
of competitive products and performance of quality control procedures.

FOREIGN OPERATIONS

The following table shows sales to foreign customers for 1994, 1993 and
1992:

1994 1993 1992
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<S> <C> <C> <C>
Total Sales Outside the United States: $99,133,000 $102,907,000 $103,962,000
Percent of Net Sales 33.9% 36.1% 35.6%
Sales by Foreign Subsidiaries $85,945,000 $92,911,000 $93,866,000
Percent of Net Sales 29.4% 32.6% 32.2%
Export Sales by Domestic Subsidiaries $13,188,000 $9,996,000 $10,096,000
Percent of Net Sales 4.5% 3.5% 3.4%
</TABLE>

Consolidated operating results are reported in United States dollars.
Because the Company's foreign subsidiaries conduct operations in the currencies
of the countries in which they are based, all financial statements of the
foreign subsidiaries must be translated into United States dollars. As the
value of the United States dollar increases or decreases relative to these
foreign currencies, the United States dollar value of items on the financial
statements of the foreign subsidiaries is reduced or increased, respectively.
Consequently, changes in dollar sales of the foreign subsidiaries from year to
year are not necessarily indicative of changes in actual sales recorded in local
currency. See Note 3 and Note 14 of "Notes to Consolidated Financial
Statements" on pages 24 and 25, and 29 through 31, respectively, of the 1994
Annual Report, which are hereby incorporated by reference.

The value of any foreign currency relative to the United States dollar is
affected by a variety of factors. It is exceedingly difficult to predict what
such value may be at any time in the future. Consequently, the ability of the
Company to control the impact of foreign currency fluctuations is limited.

A material portion of the Company's business is conducted outside the
United States. Consequently, the Company's ability to continue such operations
or maintain their profitability is to some extent subject to control and
regulation by the United States government and foreign governments.

EMPLOYEES

At December 31, 1994, the Company had 2,052 employees.

A majority of the production and maintenance employees at the Lebanon,
Tennessee plant of Precision are represented by a local lodge of the
International Association of Machinists and Aerospace Workers. The collective
bargaining agreement for this facility will expire in April 1995, at which time

<PAGE>

the Company expects to enter into negotiations for a new collective bargaining
agreement for this facility. The production and maintenance employees at the
Orillia, Ontario, Canada plant of Precision are represented by a local unit of
the United Rubber, Cork, Linoleum and Plastic Workers of America. The
collective bargaining agreement for the unit will expire in February 1997.

A majority of the production and maintenance employees at the Lynchburg,
Virginia plant of Dynamic Seals, Inc., an affiliate of Precision, are
represented by a local of the International Chemical Workers Union. The
collective bargaining agreement for this facility expires in February 1996.

The Company considers its relations with its employees to be good.

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company, who are appointed annually, are as
follows:

Executive
Officer Since Age
----------------- ---------
<S> <C> <C> <C>
James Carroll President and Chief Executive Officer 1988 65

Seymour A. Schlosser Vice President-Finance and Chief 1989 49
Financial Officer

Gregg M. Gibbons Vice President-Corporate Affairs, 1986 42
General Counsel and Secretary
</TABLE>

The principal occupations of Messrs. Carroll, Schlosser and Gibbons for
the past five years have been their current respective positions with the
Company. There is no arrangement or understanding between any executive officer
and any other person pursuant to which he was selected as an officer. There is
no family relationship between any executive officers of the Company.

<PAGE>

ITEM 2. PROPERTIES

The following is a summary description of the Company's facilities, all of
which the Company believes to be of adequate construction:
<TABLE>
<CAPTION>

Square If Lease,
Held in Fee Footage Year of
Location or by Lease (Approximate) Termination Present Use
-------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
WYNN'S INTERNATIONAL, INC.

Orange, California Lease 6,894 1996 Administrative

AUTOMOTIVE COMPONENTS:

WYNN'S-PRECISION, INC.

DOMESTIC

Lebanon, Tennessee Fee 140,000 -- Manufacturing,
Warehouse,
Administrative

Lebanon, Tennessee Fee 78,000 -- Manufacturing

Lebanon, Tennessee Fee 35,000 -- Manufacturing

Livingston, Tennessee Fee 33,000 -- Manufacturing,
Warehouse

Tempe, Arizona Fee 32,572 -- Manufacturing,
Warehouse

Rancho Cucamonga, California Lease 2,880 1996 Warehouse

Elgin, Illinois Lease 4,762 1998 Warehouse

Peoria, Illinois Lease 10,000 2000 Warehouse

Farmington Hills, Michigan Lease 1,963 1998 Administrative

Grand Rapids, Michigan Lease 2,000 1997 Warehouse

Golden Valley, Minnesota Lease 3,800 1996 Warehouse

Charlotte, North Carolina Lease 3,675 1996 Warehouse

Buffalo, New York Lease 2,340 1995 Warehouse

Dayton, Ohio Lease 6,193 1998 Warehouse
</TABLE>

Indianapolis, Indiana Lease 1,800 1996 Warehouse

Fort Worth, Texas Lease 3,600 1995 Warehouse

Lenexa, Kansas Lease 2,089 1997 Warehouse

FOREIGN

Orillia, Ontario, Canada Fee 48,000 -- Manufacturing,
Warehouse,
Administrative

Concord, Ontario, Canada Lease 3,455 Month-to- Warehouse
Month

Edmonton, Alberta, Canada Lease 2,700 1996 Warehouse

Richmond, British Columbia,
Canada Lease 3,047 1997 Warehouse

Calgary, Alberta, Canada Lease 1,600 Month-to- Warehouse
Month

Aldershot, England Lease 2,300 1995 Warehouse

DYNAMIC SEALS, INC.

Lynchburg, Virginia Fee 101,000 -- Manufacturing,
Warehouse,
Administrative

Houston, Texas Lease 14,000 1995 Manufacturing,
Warehouse,
Administrative

Houston, Texas Lease 14,000 1995 Warehouse
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Square If Lease,
Held in Fee Footage Year of
Location or by Lease (Approximate) Termination Present Use
-------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
WYNN'S CLIMATE SYSTEMS, INC.

DOMESTIC

Fort Worth, Texas Fee 185,375 -- Manufacturing,
Warehouse,
Administrative

Fort Worth, Texas Lease 112,724 1995 Warehouse,
Administrative

Madison Heights, Michigan Lease 1,100 1996 Administrative

Littleton, Colorado Lease 4,826 1995 Service Center

Northglenn, Colorado Lease 3,840 1995 Service Center

Colorado Springs, Colorado Lease 6,600 1997 Service Center

Phoenix, Arizona Lease 15,000 1997 Service Center

Mesa, Arizona Lease 4,400 1996 Service Center

Glendale, Arizona Lease 3,600 1997 Service Center

Rancho Cucamonga, California Lease 10,000 Month-to- Service Center
Month

FOREIGN

Tamworth, Staffordshire, Lease 14,000 Month-to- Manufacturing,
England Month Warehouse,
Administrative

SPECIALTY CHEMICALS:

WYNN OIL COMPANY

DOMESTIC

Azusa, California Fee 122,630 -- Manufacturing,
Warehouse,
Administrative

FOREIGN

Frenchs Forest,
New South Wales, Australia Lease 24,224 1995 Warehouse,
Administrative
</TABLE>
15

St. Niklaas, Belgium Fee 82,600 -- Manufacturing,
Warehouse,
Administrative

Mississauga, Ontario, Canada Lease 16,894 1996 Warehouse,
Administrative

Mississauga, Ontario, Canada Lease 2,536 1997 Service Center

Reading, Berkshire, England Lease 3,142 2004 Administrative

Strasbourg, France Lease 557 1997 Administrative

Paris, France Lease 8,853 1997 Administrative

Cestas, France Lease 11,405 1999 Warehouse,
Administrative

Lyon, France Lease 465 1998 Administrative

St. Etienne, France Lease 929 1996 Administrative

Abbeville, France Lease 929 Month-to- Administrative
Month

Thiers, France Lease 465 1995 Administrative

Toulouse, France Lease 485 1995 Administrative

Celle, Germany Lease 7,209 2002 Warehouse,
Administrative

Mexico City, Mexico Lease 3,230 1996 Warehouse,
Administrative

Wynberg, Transvaal, South Africa Fee 32,280 -- Warehouse,
Administrative

Edenvale, Transvaal, South
Africa Fee 10,921 -- Leased to Third Party

Arganda del Rey, Madrid, Spain Lease 11,840 Month-to- Warehouse
Month

Caracas, Venezuela Lease 1,615 Month-to- Administrative
Month
</TABLE>
16

<PAGE>

Square If Lease,
Held in Fee Footage Year of
Location or by Lease (Approximate) Termination Present Use
-------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>

BUILDERS HARDWARE:

ROBERT SKEELS & COMPANY

Compton, California Fee 59,019 -- Warehouse,
Administrative

Fullerton, California Lease 1,600 1995 Warehouse,
Administrative

Los Angeles, California Lease 2,836 1995 Warehouse,
Administrative
</TABLE>

The Company believes that all of its operating properties are adequately
maintained, fully utilized and suitable for the purposes for which they are
used. With respect to those leases expiring in 1995 and 1996, the Company
believes it will be able to renew such leases on acceptable terms or find
suitable, alternative facilities.

ITEM 3. LEGAL PROCEEDINGS

Various claims and actions, considered normal to Registrant's business,
have been asserted and are pending against Registrant and its subsidiaries.
Registrant believes that such claims and actions should not have any material
adverse effect upon the results of operations or the financial position of
Registrant based on information presently known to Registrant.

In February 1994, the United States District Court for the Eastern
District of Michigan, Southern Division, in the case of WYNN OIL COMPANY V.
AMERICAN WAY SERVICE CORPORATION AND THOMAS A. WARMUS, Case No. 89-CV-71777-DT,
awarded Wynn Oil the sum of $2,023,645 in damages in an action brought by Wynn
Oil in 1989 asserting trademark infringement by the defendants. In May 1994,
the court awarded Wynn Oil approximately $1.2 million in prejudgment interest
and attorneys' fees. Subsequently, the defendants filed a timely appeal to the
United States Court of Appeals for the Sixth Circuit, but did not file a bond to
stay execution of the judgment. Between May and December 1994, Wynn Oil sought
out assets of the defendants to satisfy the judgment. Prior to Wynn Oil
executing upon the defendants' assets, the defendants filed Chapter 11
bankruptcy proceedings in late 1994 in Florida. The bankruptcy filing resulted
in an automatic stay of all pending collection efforts. Wynn Oil and its
counsel are working through the bankruptcy process to maximize Wynn Oil's
ultimate recovery against the defendants. No portion of this judgment has been
included in the results of operations of the Company and all of Registrant's
costs relating to this case have been expensed as incurred.

17
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the
fourth quarter of 1994.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information appearing under "Cash Dividends and Common Stock Price Per
Share: 1993-1994" on page 32 of the 1994 Annual Report and "Number of
Stockholders" and "Stock Exchange Listing" on page 33 of the 1994 Annual Report
is hereby incorporated by reference.

On February 15, 1995, the Board of Directors of Registrant declared a cash
dividend of $0.13 per share payable March 31, 1995 to stockholders of record on
February 27, 1995.

Under a long-term loan agreement with an insurance company, Registrant's
ability to pay dividends may be restricted under certain circumstances. At the
present time, Registrant believes that these restrictions will not have an
impact on the declaration of future dividends.

Registrant currently expects that it will continue to pay dividends in the
future, in amounts per share at least comparable to dividends paid during the
past two years.

ITEM 6. SELECTED FINANCIAL DATA

Incorporated by reference from page 15 of the 1994 Annual Report.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Incorporated by reference from the 1994 Annual Report, pages 16 through 19.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated financial statements of Registrant at December 31, 1994 and
1993 and for each of the three years in the period ended December 31, 1994
(including unaudited supplementary data) and the report of independent auditors
thereon are incorporated by reference from the 1994 Annual Report, pages 20
through 32.

<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information appearing under "Election of Directors" on pages 4 and 5 of
Registrant's definitive proxy statement for the Annual Meeting of Stockholders
to be held on May 10, 1995 ("Registrant's 1995 Proxy Statement") is hereby
incorporated by reference. A list of executive officers of Registrant is
provided in Item 1 of Part I of this report.

ITEM 11. EXECUTIVE COMPENSATION

The information appearing under "Board of Directors and Committees of the
Board--Compensation of Directors" and "--Compensation Committee Interlocks and
Insider Participation," and "Executive Compensation" on pages 6 through 10 of
Registrant's 1995 Proxy Statement is hereby incorporated by reference. The
Report of the Compensation Committee on pages 11 and 12 of Registrant's 1995
Proxy Statement shall not be deemed to be incorporated by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information appearing under "Security Ownership of Certain Beneficial
Owners and Management" on pages 2 and 3 of Registrant's 1995 Proxy Statement is
hereby incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information appearing under "Certain Relationships and Related
Transactions" on page 5 of Registrant's 1995 Proxy Statement is hereby
incorporated by reference.

<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. See Index to Financial Statements and Financial Statement
Schedules Covered By Report of Independent Auditors.

2. See Index to Financial Statements and Financial Statement
Schedules Covered By Report of Independent Auditors.

3. See Index to Exhibits.

(b) No Reports on Form 8-K were filed by Registrant during the last
quarter of 1994.

<PAGE>

WYNN'S INTERNATIONAL, INC.

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES COVERED BY REPORT OF INDEPENDENT AUDITORS

(ITEM 14(a))

<TABLE>
<CAPTION>
Page References
--------------------------------
Form 10-K 1994 Annual Report
----------- ------------------
<S> <C> <C>

Consolidated Statements of Income for
each of the three years in the period
ended December 31, 1994................... 20

Consolidated Balance Sheets at December
31, 1994 and 1993......................... 21

Consolidated Statements of Stockholders'
Equity for each of the three years in
the period ended December 31, 1994........ 22

Consolidated Statements of Cash Flows
for each of the three years in the
period ended December 31, 1994............ 23

Notes to Consolidated Financial
Statements................................ 24 - 32

Consolidated schedule for each of the
three years in the period ended
December 31, 1994:
VIII - Valuation and Qualifying
Accounts......................... 22
</TABLE>

All other schedules are omitted since the required information is not
present or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements, including the notes thereto.

The consolidated financial statements listed in the above index, which
are included in the 1994 Annual Report, are hereby incorporated by reference.
With the exceptions of the pages listed in the above index and the items
referred to in Items 1, 5, 6, 7 and 8, the 1994 Annual Report is not deemed to
be filed as part of this report.

<PAGE>

WYNN'S INTERNATIONAL, INC.

SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

THREE YEARS ENDED DECEMBER 31, 1994

Allowance for
doubtful accounts
deducted from Balance at Charged to
accounts beginning costs and Deductions Balance at
receivable of year expenses (1) end of year
- ----------------- ---------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
1994 $1,848,000 $ 208,000 $ (221,000) $1,835,000
---------- ----------- ------------- ----------
---------- ----------- ------------- ----------

1993 $2,644,000 $ (39,000) $ (757,000) $1,848,000
---------- ----------- ------------- ----------
---------- ----------- ------------- ----------

1992 $3,206,000 $1,028,000 $ (1,590,000) $2,644,000
---------- ----------- ------------- ----------
---------- ----------- ------------- ----------

<FN>
____________________

(1) Represents accounts written off against the reserve.
</TABLE>

<PAGE>

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes each of James
Carroll, Seymour A. Schlosser and Gregg M. Gibbons as attorney-in-fact to sign
on his behalf, individually and in each capacity stated below, and to file all
amendments and/or supplements to this Annual Report on Form 10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 28, 1995.

WYNN'S INTERNATIONAL, INC.

By JAMES CARROLL
---------------------------------------------------
James Carroll
President
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Date
----

March 28, 1995 By WESLEY E. BELLWOOD
---------------------------------------------------
Wesley E. Bellwood
Chairman of the Board

March 28, 1995 By JAMES CARROLL
---------------------------------------------------
James Carroll
President
Chief Executive Officer
Director

<PAGE>

Date
----

March 28, 1995 By SEYMOUR A. SCHLOSSER
---------------------------------------------------
Seymour A. Schlosser
Vice President-Finance
(Principal Financial and
Accounting Officer)

March 28, 1995 By BARTON BEEK
---------------------------------------------------
Barton Beek
Director

March 28, 1995 By JOHN D. BORIE
---------------------------------------------------
John D. Borie
Director

March 28, 1995 By BRYAN L. HERRMANN
---------------------------------------------------
Bryan L. Herrmann
Director

March 28, 1995 By ROBERT H. HOOD, JR.
---------------------------------------------------
Robert H. Hood, Jr.
Director

March 28, 1995 By RICHARD L. NELSON
---------------------------------------------------
Richard L. Nelson
Director

March 28, 1995 By JAMES D. WOODS
---------------------------------------------------
James D. Woods
Director

<PAGE>

WYNN'S INTERNATIONAL, INC.

INDEX TO EXHIBITS
(Item 14(a))

Exhibit
Number Description
- ------- -----------

3.1 Certificate of Incorporation, as amended, of Registrant (incorporated
herein by reference to Exhibit 3.1 to Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1987)

3.2 Certificate of Designations of Junior Participating Preferred Stock
(incorporated herein by reference to Exhibit 4.2 to Registrant's
Report on Form 8-K dated March 3, 1989)

3.3 By-Laws, as amended, of Registrant (incorporated herein by reference
to Exhibit 3.3 to Registrant's Report on Form 10-K for the fiscal year
ended December 31, 1993)

4.1 Note Agreement, dated March 5, 1986, between Registrant and
Metropolitan Life Insurance Company (incorporated herein by reference
to Exhibit 4.1 to Registrant's Report on Form 8-K dated March 5, 1986)

4.2 Shareholder Rights Agreement, dated as of March 3, 1989, between
Registrant and First Interstate Bank of California, as Rights Agent
(incorporated by reference to Exhibit 4.1 to Registrant's Report on
Form 8-K dated March 3, 1989)

4.3 Amendment No. 1 to Shareholder Rights Agreement, dated June 11, 1990
(incorporated by reference to Exhibit 28.2 to Registrant's Report on
Form 8-K dated June 11, 1990)

10.1 Employment Agreement, dated February 15, 1995, between Registrant and
James Carroll

10.2 Employment Agreement, dated January 1, 1995, between Registrant and
Gregg M. Gibbons

10.3 Employment Agreement, dated January 1, 1995, between Registrant and
Seymour A. Schlosser

<PAGE>

Exhibit
Number Description
- ------- -----------

10.4 Wynn's International, Inc. Amended and Restated 1980 Stock Option and
Appreciation Rights Plan (incorporated herein by reference to Exhibit
4.1 to Registrant's Registration Statement on Form S-8, Registration
No. 2-68157)

10.5 Wynn's International, Inc. Amended and Restated 1982 Incentive Stock
Option Plan (incorporated herein by reference to Exhibit 4.2 to
Registrant's Registration Statement on Form S-8, Registration No. 2-
68157)

10.6 Wynn's International, Inc. Stock-Based Incentive Award Plan
(incorporated herein by reference to Exhibit 28.1 to Registrant's
Registration Statement on Form S-8, Registration No. 33-30296 and
Exhibit 28.2 to Registrant's Registration Statement on Form S-8,
Registration No. 33-64090)

10.7 Wynn's International, Inc. 1995 Corporate Management Incentive Plan

10.8 Deferred Compensation Agreement, dated November 30, 1990, between
Registrant and James Carroll (incorporated herein by reference to
Exhibit 10.9 to Registrant's Report on Form 10-K for the fiscal year
ended December 31, 1990)

10.9 Deferred Compensation Agreement, dated February 15, 1993, between
Registrant and James Carroll (incorporated herein by reference to
Exhibit 10.11 to Registrant's Report on Form 10-K for the fiscal year
ended December 31, 1992)

10.10 Deferred Compensation Agreement, dated April 23, 1993, between
Registrant and James Carroll (incorporated herein by reference to
Exhibit 10.10 to Registrant's Report on Form 10-K for the fiscal year
ended December 31, 1993)

10.11 Deferred Compensation Agreement, dated August 5, 1994, between
Registrant and James Carroll

10.12 Form of Indemnification Agreement between Registrant and a director of
Registrant (incorporated herein by reference to Exhibit 10.11 to
Registrant's Report on Form 10-K for the fiscal year ended December
31, 1993)

10.13 Wynn's International, Inc. Non-Employee Directors' Stock Option Plan
(incorporated herein by reference to Exhibit C of Registrant's
Definitive Proxy Statement relating to its Annual Meeting of
Stockholders held on May 11, 1994, filed with the Commission on March
25, 1994)

26
<PAGE>

Exhibit
Number Description
- ------- -----------

11 Computation of Net Income Per Common Share - Primary and Assuming Full
Dilution

13 Portions of Registrant's Annual Report to Stockholders for the fiscal
year ended December 31, 1994 that have been expressly incorporated by
reference as a part of this Annual Report on Form 10-K

21 Subsidiaries of Registrant

23 Consent of Independent Auditors

27 Financial Data Schedule

<PAGE>
EXHIBIT 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of
the 15th day of February, 1995, by and between WYNN'S INTERNATIONAL, INC., a
Delaware corporation with its principal offices in Orange, California
("Corporation"), and JAMES CARROLL, an individual residing in Lebanon, Tennessee
("Executive").

W I T N E S S E T H :

WHEREAS, Executive presently serves as President and Chief Executive
Officer of Corporation pursuant to an employment agreement dated December 16,
1992 between Corporation and Executive (the "Prior Employment Agreement"); and

WHEREAS, Corporation desires to continue to retain the services of
Executive, whose experience, knowledge and abilities with respect to the
business and affairs of Corporation and its subsidiaries are extremely valuable
to Corporation; and

WHEREAS, the Board of Directors of Corporation (the "Board of Directors")
and the Compensation Committee (the "Committee") of the Board of Directors
recognize that the continuing possibility of an unsolicited tender offer or
other takeover bid for Corporation is unsettling to Executive and other senior
executives of Corporation and, therefore, to enhance the value of Corporation
for the benefit of its stockholders, desire to make arrangements to help assure
the continuing dedication by Executive to Executive's duties to Corporation,
notwithstanding the occurrence of a tender offer or takeover bid; and

<PAGE>

WHEREAS, in particular, the Board of Directors and the Committee believe it
is important, should Corporation receive proposals from third parties with
respect to its future, to enable Executive, without being influenced by the
uncertainties of Executive's own situation, to assess and advise the Board of
Directors whether such proposals would be in the best interests of Corporation
and its stockholders, and to take such other action regarding such proposals as
the Board of Directors might determine to be appropriate; and

WHEREAS, the Board of Directors and the Committee also wish to demonstrate
to Executive and other senior executives of Corporation that Corporation is
concerned with the welfare of its executives and intends to see that loyal
executives are treated fairly; and

WHEREAS, in view of the foregoing and in further consideration of
Executive's employment with Corporation, the Board of Directors and the
Committee have determined that it is in the best interests of Corporation and
its stockholders for Corporation to agree to pay Executive termination
compensation in the event Executive should leave the employ of Corporation under
certain circumstances;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
and promises of the parties set forth below, the parties hereby agree as
follows:

1. DUTIES.

(a) Corporation hereby continues to employ Executive as President and
Chief Executive Officer of Corporation during the term of this Agreement,

<PAGE>

with powers and duties consistent with such positions. Executive, during
the term of this Agreement, shall perform such additional or different
duties, and accept the election or appointment to such other offices or
positions, as may be mutually agreeable to Executive and the Board of
Directors. Executive agrees to serve in such executive offices and
directorships in other subsidiaries or affiliated companies of Corporation
as he may be requested to do throughout the term of this Agreement without
additional fixed compensation.

(b) Executive shall be employed at Corporation's headquarters in
Orange County, California, and shall devote substantially his full time and
efforts to perform his duties faithfully, diligently and to the best of his
ability to advance the interests of Corporation; subject, however, to
reasonable working hours, conditions and vacations as are consistent with
his position and with due regard to the preservation of his good health.
Nothing herein shall be deemed to preclude or prohibit Executive from
performing during regular business hours services within the business and
civic community which are customary for persons in similar capacities,
including, without limitation, serving on boards of other companies,
advisory groups, committees and panels, but only in furtherance of and not
to the detriment of his principal duties hereunder. Further, Corporation
shall give Executive a reasonable opportunity to perform his duties and
shall not expect Executive to devote more time hereunder, nor assign duties
or functions to Executive, other than as may be customary and reasonable
for an executive in Executive's position.

2. COMPENSATION.

(a) Effective as of January 1, 1995, and during the entire term of
this

<PAGE>

Agreement, Corporation shall pay to Executive an annual salary of not less
than Four Hundred Seventy-Five Thousand Dollars ($475,000.00), payable in
equal installments on Corporation's regular payroll dates, for any and all
services which Executive may render to Corporation.

(b) The Board of Directors annually shall review the amount of
Executive's salary, and shall, when the Board of Directors in its sole
judgment deems it appropriate, make adjustments in the amount of such
salary. Any such adjustments shall take effect on the date established by
the Board of Directors. Nothing herein shall be construed to authorize or
empower any reduction of Executive's salary below his then current rate of
salary by the Board of Directors or otherwise during the term of this
Agreement. The Committee, in accordance with customary policy, shall make
such recommendations to the Board of Directors as it believes are
appropriate with respect to salary adjustments hereunder.

3. EXPENSES. Corporation will reimburse Executive for all usual,
reasonable and necessary expenses paid or incurred by him in the performance of
his duties hereunder, subject to the right of Corporation at any time to place
reasonable limitations on expenses thereafter to be incurred or reimbursed.

4. EMPLOYEE BENEFITS. Executive shall be entitled to and shall receive
all other benefits of employment generally available to other executives of
Corporation, including, among other things, participation in any hospital,
surgical, medical or other group health and accident benefit plans, life
insurance benefits, and Corporation's annual vacation plan. In addition,
Executive will be entitled to participate in all incentive compensation, stock
option, profit sharing, pension, retirement or bonus plans as from

<PAGE>

time to time may be in existence during the term of this Agreement in accordance
with their respective terms and provisions, but, to the extent participation or
the amount of participation is at the discretion of the Board of Directors or
any committee thereof, then Executive's participation shall likewise be solely
subject to such discretion.

5. TERM AND TERMINATION.

(a) The term of this Agreement shall commence on the date hereof and
shall terminate upon the first to occur of the following events:

(i) December 31, 1997 (the "Last Day of the Stated Term");

(ii) The death or permanent disability of Executive;

(iii) The 30th day following written notice from Corporation to
Executive to the effect that Executive is terminated without Cause; or

(iv) Executive is discharged for Cause.

(b) If Executive dies or becomes permanently disabled during the term
of this Agreement, this Agreement shall terminate on the last day of the
month during which his death or permanent disability, as the case may be,
occurred. Commencing thirty (30) days after the date of such termination,
there shall be paid to Executive or Executive's representative in the event
of permanent disability, or to his executor or estate in the event of
death, an amount equal to one year of Executive's then current salary,
payable in twelve (12) equal monthly installments. If Executive is absent
from employment or unable to render services

<PAGE>

hereunder on a full-time basis by reason of physical or mental illness or
disability for six (6) months or more in the aggregate in any twelve (12)
month period during the term of this Agreement, Executive shall be
considered permanently disabled.

(i) Executive shall immediately cease to be President and
Chief Executive Officer of Corporation, and such other office or
position Executive then holds, and if requested by a majority of the
Board of Directors of Corporation, shall immediately resign from the
Board of Directors and from any of the Boards of Directors of any of
Corporation's subsidiaries of which Executive may be a member.

(ii) Corporation shall be obligated and shall continue to pay
Executive an amount equal to his then current salary but at a rate of
not less than Four Hundred Seventy-Five Thousand Dollars ($475,000.00)
per annum from the date of such termination until the Last Day of the
Stated Term. Such payments shall be made in installments payable as
provided in Section 2(a) hereof. Corporation also immediately shall
pay Executive in a lump sum an amount equal to the amount of the
remaining unpaid portion of any yearly incentive compensation award,
and the amount, if any, of any forfeiture of Executive's interest in
any profit sharing plan in which Executive is a participant.

(iii) For the purposes of participation in any hospital,
surgical,

<PAGE>

medical or other group health and accident insurance and group life
insurance plans maintained by Corporation, Executive shall continue to
be an employee of Corporation through the Last Day of the Stated Term.
Except for such purposes, unless the Board of Directors otherwise
determines by resolution, Executive shall not continue to be an
employee of Corporation for any other purposes and shall not be
entitled to continue to participate in any retirement plan or 401(k)
plan of Corporation, including the Wynn's-Precision, Inc. Salaried
Employees Pension Plan (the "Precision Plan"), or in any other plans,
programs and benefits of Corporation; provided, however, nothing
herein shall preclude Executive from any vested rights or benefits he
may have in such plans on the effective date of termination. If a
contrary determination is made by the Board of Directors, the duties
of Executive shall be only as mutually agreed upon by Executive and
Corporation, and may be refused by Executive without penalty
hereunder.

(iv) All stock options granted to Executive prior to the date
of this Agreement under any stock option plan of Corporation (other
than Corporation's Employee Stock Purchase Plan), notwithstanding the
provisions of any stock option plan or agreement, shall vest
immediately and become exercisable by Executive unless the
acceleration of the exercisability of the option would violate Rule
16b-3(c)(1) as promulgated by the Securities and Exchange Commission
in which event the options shall vest and become exercisable on the
day after the holding period specified in Rule 16b-3(c)(1) is
satisfied. Nothing herein shall otherwise affect the obligations of
Corporation or Executive under the terms of such stock option
agreement, which, except for the provisions hereof, shall be

<PAGE>

otherwise enforceable in accordance with its terms.

(v) Any benefits of indemnification provided by the By-Laws of
Corporation or in any Indemnification Agreement between Corporation
and Executive shall be continued for the benefit of Executive, and any
officers' and directors' liability insurance which may be maintained
by Corporation and outstanding on the date of termination shall be
continued for the benefit of Executive for such reasonable period of
time as may be determined by the Board of Directors to afford
protection to Executive.

(d) Corporation agrees that its obligations for the continuation of
Executive's salary and other benefits in accordance with Sections 5(c)(ii)
through 5(c)(v) above shall be absolute and unconditional, and the amounts
due under Sections 5(c)(ii) and 5(c)(iii) above or Section 15 shall not be
subject to offset, reduction or mitigation for any reason whatsoever;
provided, however, that if Executive should breach any other provision of
this Agreement while he is receiving benefits pursuant to Sections 5(c)(ii)
through 5(c)(v) above, all obligations of Corporation hereunder shall cease
effective on the actual date of such breach.

(e) "Cause" as used in this Section 5 shall mean only gross
negligence, dishonesty, incompetence, a willful breach of this Agreement,
or violation of any reasonable rule or regulation of the Board of
Directors, the violation of which results in significant damage to
Corporation and with respect to which, except in the case of incompetence
or dishonesty, Executive fails to correct or make reasonable efforts to
correct within a reasonable time after receipt of written notice thereof.
"Cause" shall be determined only by the affirmative vote of a

<PAGE>

majority of the authorized number of the Board of Directors (excluding, for
this purpose, Executive) at a meeting for which notice has been given that
it is proposed to consider the issue of "Cause" or at a meeting occurring
not less than seven (7) days after a meeting at which one or more directors
indicate an intention to present a motion to such effect.

(f) If Corporation should terminate this Agreement pursuant to
Section 5(a)(iv), this Agreement shall terminate immediately or at such
later date as shall be designated by the Board of Directors and all of
Executive's rights hereunder shall terminate effective upon such
termination. Except as otherwise specified in any notice of termination,
Executive shall not continue thereafter to be an employee of Corporation
for any purpose and all rights Executive might thereafter have as an
employee pursuant to any plan or understanding shall cease.

6. CONFIDENTIAL INFORMATION. Executive agrees that he will not at any
time, both during and after the term of this Agreement, divulge, furnish or make
accessible to any party (except to an entity which shall succeed to the business
of Corporation or its subsidiaries, and except as may be required in the conduct
of the regular course of business of Corporation or its subsidiaries, or as
specifically authorized by the Board of Directors or as may be required by law)
any trade secrets, patents, patent applications, inventions or customers of
Corporation or of any subsidiary of Corporation until such time as such
information has been disclosed to the public otherwise than by Executive.

<PAGE>

7. RESTRICTIVE COVENANT DURING TERM. Executive agrees that until the
Last Day of the Stated Term, he will neither directly nor indirectly engage in a
business competing with any of the businesses conducted by Corporation or any of
its subsidiaries, nor without the prior written consent of the Board of
Directors, directly or indirectly, have any interest in, own, manage, operate,
control, be connected with as a stockholder, joint venturer, officer, employee,
partner or consultant, or otherwise engage, invest or participate in any
business which shall be competitive with any of the businesses conducted by
Corporation, or by any subsidiary of Corporation; provided, however, nothing
contained in this Section 7 shall prevent Executive from investing or trading in
stocks, bonds, commodities, securities, real estate, or other forms of
investment for his own benefit (directly or indirectly), so long as such
investment activities do not significantly interfere with Executive's services
to be rendered hereunder and, to the extent that such investment activities
would, but for this proviso, be prohibited hereby, would not be material either
to Executive or the concern in which such investment is made.

8. APPROVAL BY CORPORATION. This Agreement has been approved by the
Board of Directors in accordance with the authority granted and restrictions
imposed by action of the Board of Directors. It shall be executed by the Vice
President-Corporate Affairs or other duly qualified officer.

9. WAIVER OR MODIFICATION. Any waiver, alteration or modification of any
of the provisions of this Agreement or cancellation or replacement of this
Agreement shall not be valid unless made in writing and signed by the parties
hereto.

10. CONSTRUCTION. Except as to matters of internal corporate policy and
regulation, which shall be governed by the laws of the State of Delaware (the
state of

<PAGE>

incorporation of Corporation), this Agreement shall be governed by the laws of
the State of California. If any litigation shall occur between Executive and
Corporation which litigation arises out of or as a result of this Agreement or
the acts of the parties hereto pursuant to this Agreement, or which seeks an
interpretation of this Agreement, the prevailing party shall be entitled to
recover all costs and expenses of such litigation, including reasonable
attorneys' fees and costs.

11. BINDING EFFECT.

(a) The rights and obligations of Corporation under this Agreement
shall be binding upon any successor or assigns of Corporation. In the
event of any consolidation or merger of Corporation into or with another
corporation, such other corporation shall assume this Agreement and shall
become obligated to perform all of the terms and conditions hereof, and
Executive's obligations hereunder shall continue in favor of such other
corporation.

(b) If Corporation shall adopt a plan of liquidation or be or become
a party to any action which has the substantive effect of finally
terminating its business and affairs, all sums which would have been
payable to Executive during the remaining term of this Agreement (assuming
the continuation of Executive's then salary through the Last Day of the
Stated Term) shall become due and payable to Executive not later than the
effective date of such plan or action, except in the case of a liquidation
of Corporation into an acquiring company or subsidiary of such acquiring
company after a consolidation or merger of Corporation into or with another
corporation, and the rights and obligations of Corporation under this
Agreement are expressly assumed by the acquiring company as part of the
plan of liquidation.

<PAGE>

(c) This Agreement supersedes all prior and contemporaneous
agreements, amendments, memoranda or understandings, express or implied and
written or oral, between Corporation and Executive.

12. WAIVER. Waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
of any other provision of this Agreement.

13. COUNTERPARTS. This Agreement may be executed in any number of
identical counterparts, each of which shall be construed as an original for all
purposes, but all of which taken together shall constitute one and the same
Agreement.

14. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to be effective (i) upon
receipt if delivered in person, (ii) upon receipt if sent by registered or
certified United States mail, return receipt requested and postage and fees
prepaid, to the addresses of the parties set forth below, or such other address
as shall be furnished by notice hereunder by any such party or (iii) twenty-four
hours after having been sent by Federal Express or other overnight delivery
service to such address:

Corporation: 500 North State College Boulevard
Suite 700
Orange, California 92668

Executive: P.O. Box 14143
Orange, California 92613

No failure or refusal to accept delivery of any envelope containing such notice
shall affect the validity of such notice or the giving thereof.

<PAGE>

15. TERMINATION AFTER CHANGE IN CONTROL.

(a) Cumulative to any other provision of the Employment Agreement,
if, within two years after a change in control of Corporation, Executive's
employment with Corporation terminates for any reason, either voluntarily
or involuntarily, other than by death, permanent disability or retirement
at or after Executive's normal retirement date under the Precision Plan,
Corporation promptly will pay Executive, upon Executive's request, as
termination compensation, a lump sum amount, determined as provided in
subsection (b) of this Section 15, and such other amounts as are provided
in subsection (c) of this Section 15. For purposes of this Section, a
"change in control of Corporation" shall mean a change in control of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); provided that, without
limitation, such a change in control of Corporation shall be deemed to have
occurred if (i) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act) is or becomes the beneficial owner, directly
or indirectly, of securities of Corporation representing 40% or more of the
combined voting power of Corporation's then outstanding securities; or (ii)
during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of Corporation
cease for any reason to constitute at least a majority thereof unless the
election of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning
of the period.

(b) The lump sum compensation payable to Executive (the "Severance

<PAGE>

Payment") shall be equal to the average annual compensation (including
salary and bonuses under the Corporate Management Incentive Compensation
Plan or any predecessor or successor annual incentive compensation plan)
paid or payable by Corporation to Executive during the five most recent
calendar years ending before the date of the change in control of
Corporation (the "Base Amount") multiplied by 2.99; provided, however, if
Executive voluntarily terminates his employment with Corporation, except
after (i) any material adverse change in Executive's duties, location of
employment or benefits, or (ii) any material adverse change to Executive in
the application of the formula of the Corporate Management Incentive
Compensation Plan or any modification in Corporation's accounting methods
or practices materially adverse to Executive, including the assessment of a
management fee, then the Severance Payment shall be equal to the highest
annual compensation (including salary and bonuses under the Corporate
Management Incentive Compensation Plan or any successor annual incentive
compensation plan) paid or payable by Corporation to Executive for services
rendered in any one of the three calendar years ending with the year of
such termination.

(c) In addition, if Executive's employment with Corporation so
terminates within two (2) years after such a change in control of
Corporation:

(i) any bonus awards previously made to Executive and not
previously paid immediately shall vest upon such termination and shall
be paid;

(ii) Executive's participation in, and terminating
distributions and vested rights under, any applicable retirement plan,
profit sharing

<PAGE>

plan, deferred compensation plan or arrangement and stock incentive
plan of Corporation or any of its subsidiaries shall be governed by
the terms of those respective plans; and

(iii) In the event of termination of employment under the
circumstances described in subsection (a) of this Section 15, the
arrangements provided for by this Section 15, by any stock option or
other agreement between Corporation and Executive in effect at the
time and by any other applicable plan of Corporation shall constitute
the entire obligation of Corporation to Executive and performance
thereof shall constitute full settlement of any claim that Executive
might otherwise assert against Corporation on account of such
termination, provided, however, that this provision and this Agreement
shall have no impact on the obligations of Corporation under that
certain Indemnification Agreement dated August 4, 1993 between
Corporation and Executive.

(d) Notwithstanding any provision in this Agreement to the contrary,
in the event that any payment or benefit received or to be received by
Executive in connection with a change in control of Corporation or the
termination of Executive's employment, whether payable pursuant to the
terms of this Agreement or any other plan, arrangement or agreement with
Corporation (collectively the "Total Payments"), would not be deductible
(in whole or part) as a result of Section 280G of the Code, the Severance
Payment shall be reduced until no portion of the Total Payments is not
deductible as a result of Section 280G of the Code, or the Severance
Payment is reduced to zero. For purposes of this limitation, (i) no
portion of the Total Payments, the receipt or enjoyment of which Executive
shall have effectively waived in writing prior to the date of payment of

<PAGE>

the Severance Payment, shall be taken into account, (ii) no portion of the
Total Payments shall be taken into account which, in the opinion of tax
counsel selected by Corporation's independent auditors and acceptable to
Executive, does not constitute a "parachute payment" within the meaning of
Section 280G(b)(2) of the Code, (iii) the Severance Payment shall be
reduced only to the extent necessary so that the Total Payments (excluding
payments referred to in clause (i) or (ii)) in their entirety constitute
reasonable compensation for services actually rendered within the meaning
of Section 280G(b)(4) of the Code, in the opinion of the tax counsel
referred to in clause (ii); and (iv) the value of any non-cash benefit or
any deferred payment or benefit included in the Total Payments shall be
determined by Corporation's independent auditors in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code.

16. CANCELLATION OF PRIOR EMPLOYMENT AGREEMENT. Corporation and Executive
agree that the Prior Employment Agreement hereby is canceled as of the date
hereof and shall be of no further force and effect.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

CORPORATION:

WYNN'S INTERNATIONAL, INC.

By GREGG M. GIBBONS
------------------------------------
Gregg M. Gibbons
Vice President-Corporate Affairs,
General Counsel and Secretary

EXECUTIVE:

JAMES CARROLL
---------------------------------------
James Carroll

<PAGE>
EXHIBIT 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of
the 1st day of January, 1995, by and between WYNN'S INTERNATIONAL, INC., a
Delaware corporation with its principal offices in Orange, California
("Corporation"), and GREGG M. GIBBONS, an individual residing in Anaheim,
California ("Executive").

W I T N E S S E T H :

WHEREAS, Executive presently serves as Vice President-Corporate Affairs,
General Counsel and Secretary of Corporation pursuant to an employment agreement
dated December 16, 1992 between Corporation and Executive (the "Prior Employment
Agreement"); and

<PAGE>

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
and promises of the parties set forth below, the parties hereby agree as
follows:

1. DUTIES.

(a) Corporation hereby continues to employ Executive as Vice

<PAGE>

President-Corporate Affairs, General Counsel and Secretary of Corporation
during the term of this Agreement, with powers and duties consistent with
such positions. Executive, during the term of this Agreement, shall
perform such additional or different duties, and accept the election or
appointment to such other offices or positions, as may be mutually
agreeable to Executive and the Board of Directors. Executive agrees to
serve in such executive offices and directorships in other subsidiaries or
affiliated companies of Corporation as he may be requested to do throughout
the term of this Agreement without additional fixed compensation.

<PAGE>

2. COMPENSATION.

(a) Effective as of January 1, 1995, and during the entire term of
this Agreement, Corporation shall pay to Executive an annual salary of not
less than One Hundred Ninety-Five Thousand Dollars ($195,000.00), payable
in equal installments on Corporation's regular payroll dates, for any and
all services which Executive may render to Corporation.

<PAGE>

group health and accident benefit plans, life insurance benefits, and
Corporation's annual vacation plan. In addition, Executive will be entitled to
participate in all incentive compensation, stock option, profit sharing,
pension, retirement or bonus plans as from time to time may be in existence
during the term of this Agreement in accordance with their respective terms and
provisions, but, to the extent participation or the amount of participation is
at the discretion of the Board of Directors or any committee thereof, then
Executive's participation shall likewise be solely subject to such discretion.

5. TERM AND TERMINATION.

(a) The term of this Agreement shall commence on the date hereof and
shall terminate upon the first to occur of the following events:

(i) December 31, 1997 (the "Last Day of the Stated Term");

(ii) The death or permanent disability of Executive;

(iii) The 30th day following written notice from Corporation to
Executive; or

(iv) Executive is discharged for Cause.

<PAGE>

disability, or to his executor or estate in the event of death, an amount
equal to one year of Executive's then current salary, payable in twelve
(12) equal monthly installments. If Executive is absent from employment or
unable to render services hereunder on a full-time basis by reason of
physical or mental illness or disability for six (6) months or more in the
aggregate in any twelve (12) month period during the term of this
Agreement, Executive shall be considered permanently disabled.

(i) Executive shall immediately cease to be Vice President-
Corporate Affairs, General Counsel and Secretary of Corporation, and
such other office or position Executive then holds, and if requested
by a majority of the Board of Directors of Corporation, shall
immediately resign from the Board of Directors and from any of the
Boards of Directors of any of Corporation's subsidiaries of which
Executive may be a member.

(ii) Corporation shall be obligated and shall continue to pay
Executive an amount equal to his then current salary but at a rate of
not less than One Hundred Ninety-Five Thousand Dollars ($195,000.00)
per annum from the date of such termination until the Last Day of the
Stated Term. Such payments shall be made in installments payable as
provided in Section 2(a) hereof. Corporation also immediately shall
pay Executive in a lump sum an amount equal to the amount of the
remaining unpaid portion of any yearly incentive compensation award,
and the amount, if

<PAGE>

any, of any forfeiture of Executive's interest in any profit sharing
plan in which Executive is a participant.

(iii) For the purposes of participation in any hospital,
surgical, medical or other group health and accident insurance and
group life insurance plans maintained by Corporation, Executive shall
continue to be an employee of Corporation through the Last Day of the
Stated Term. Except for such purposes, unless the Board of Directors
otherwise determines by resolution, Executive shall not continue to be
an employee of Corporation for any other purposes and shall not be
entitled to continue to participate in Corporation's Retirement Plan
or 401(k) Plan, or in any other plans, programs and benefits of
Corporation; provided, however, nothing herein shall preclude
Executive from any vested rights or benefits he may have in such plans
on the effective date of termination. If a contrary determination is
made by the Board of Directors, the duties of Executive shall be only
as mutually agreed upon by Executive and Corporation, and may be
refused by Executive without penalty hereunder.

<PAGE>

specified in Rule 16b-3(c)(1) is satisfied. Nothing herein shall
otherwise affect the obligations of Corporation or Executive under the
terms of such stock option agreement, which, except for the provisions
hereof, shall be otherwise enforceable in accordance with its terms.

<PAGE>

which, except in the case of incompetence or dishonesty, Executive fails to
correct or make reasonable efforts to correct within a reasonable time
after receipt of written notice thereof. "Cause" shall be determined only
by the affirmative vote of a majority of the authorized number of the Board
of Directors (excluding, for this purpose, Executive) at a meeting for
which notice has been given that it is proposed to consider the issue of
"Cause" or at a meeting occurring not less than seven (7) days after a
meeting at which one or more directors indicate an intention to present a
motion to such effect.

<PAGE>

10. CONSTRUCTION. Except as to matters of internal corporate policy and
regulation, which shall be governed by the laws of the State of Delaware (the
state of

<PAGE>

11. BINDING EFFECT.

(b) If Corporation shall adopt a plan of liquidation or be or become
a party to any action which has the substantive effect of finally
terminating its business and affairs, all sums which would have been
payable to Executive during the remaining term of this Agreement (assuming
the continuation of Executive's then salary through the Last Day of the
Stated Term) shall become due and payable to Executive not later than the
effective date of such plan or action; except in the case of a liquidation
of Corporation into an acquiring company or subsidiary of such acquiring
company after a consolidation or merger of Corporation into or with another
corporation, and the rights and obligations of Corporation under this
Agreement are expressly assumed by the acquiring company as part of the
plan of liquidation.

<PAGE>

(c) This Agreement supersedes all prior and contemporaneous
agreements, amendments, memoranda or understandings, express or implied and
written or oral, between Corporation and Executive.

12. WAIVER. Waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
of any other provision of this Agreement.

Corporation: 500 North State College Boulevard
Suite 700
Orange, California 92668

Executive: P.O. Box 14143
Orange, California 92613

No failure or refusal to accept delivery of any envelope containing such notice
shall affect the validity of such notice or the giving thereof.

<PAGE>

15. TERMINATION AFTER CHANGE IN CONTROL.

(a) Cumulative to any other provision of the Employment Agreement,
if, within two years after a change in control of Corporation, Executive's
employment with Corporation terminates for any reason, either voluntarily
or involuntarily, other than by death, permanent disability or retirement
at or after Executive's normal retirement date under Corporation's
Retirement Plan, Corporation promptly will pay Executive, upon Executive's
request, as termination compensation, a lump sum amount, determined as
provided in subsection (b) of this Section 15, and such other amounts as
are provided in subsection (c) of this Section 15. For purposes of this
Section, a "change in control of Corporation" shall mean a change in
control of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided
that, without limitation, such a change in control of Corporation shall be
deemed to have occurred if (i) any "person" (as such term is used in
Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the
beneficial owner, directly or indirectly, of securities of Corporation
representing 40% or more of the combined voting power of Corporation's then
outstanding securities; or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of Corporation cease for any reason to constitute at least a
majority thereof unless the election of each new director was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.

(b) The lump sum compensation payable to Executive (the "Severance

<PAGE>

(c) In addition, if Executive's employment with Corporation so
terminates within two (2) years after such a change in control of
Corporation:

(i) any bonus awards previously made to Executive and not
previously paid immediately shall vest upon such termination and shall
be paid;

(ii) Executive's participation in, and terminating
distributions and vested rights under, any applicable retirement plan,
profit sharing plan

<PAGE>

and stock incentive plan of Corporation or any of its subsidiaries
shall be governed by the terms of those respective plans; and

<PAGE>

Payments shall be taken into account which, in the opinion of tax counsel
selected by Corporation's independent auditors and acceptable to Executive,
does not constitute a "parachute payment" within the meaning of Section
280G(b)(2) of the Code, (iii) the Severance Payment shall be reduced only
to the extent necessary so that the Total Payments (excluding payments
referred to in clause (i) or (ii)) in their entirety constitute reasonable
compensation for services actually rendered within the meaning of Section
280G(b)(4) of the Code, in the opinion of the tax counsel referred to in
clause (ii); and (iv) the value of any non-cash benefit or any deferred
payment or benefit included in the Total Payments shall be determined by
Corporation's independent auditors in accordance with the principles of
Sections 280G(d)(3) and (4) of the Code.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

CORPORATION:

WYNN'S INTERNATIONAL, INC.

By JAMES CARROLL
------------------------------------
James Carroll
President and Chief Executive Officer

EXECUTIVE:

GREGG M. GIBBONS
---------------------------------------
Gregg M. Gibbons

<PAGE>
EXHIBIT 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of
the 1st day of January, 1995, by and between WYNN'S INTERNATIONAL, INC., a
Delaware corporation with its principal offices in Orange, California
("Corporation"), and SEYMOUR A. SCHLOSSER, an individual residing in Costa Mesa,
California ("Executive").

W I T N E S S E T H :

WHEREAS, Executive presently serves as Vice President-Finance and Chief
Financial Officer of Corporation pursuant to an employment agreement dated
December 16, 1992 between Corporation and Executive (the "Prior Employment
Agreement"); and

<PAGE>

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
and promises of the parties set forth below, the parties hereby agree as
follows:

1. DUTIES.

(a) Corporation hereby continues to employ Executive as Vice
President-Finance and Chief Financial Officer of Corporation during the
term of

<PAGE>

this Agreement, with powers and duties consistent with such positions.
Executive, during the term of this Agreement, shall perform such additional
or different duties, and accept the election or appointment to such other
offices or positions, as may be mutually agreeable to Executive and the
Board of Directors. Executive agrees to serve in such executive offices
and directorships in other subsidiaries or affiliated companies of
Corporation as he may be requested to do throughout the term of this
Agreement without additional fixed compensation.

2. COMPENSATION.

(a) Effective as of January 1, 1995, and during the entire term of
this

<PAGE>

Agreement, Corporation shall pay to Executive an annual salary of not less
than Two Hundred Thousand Dollars ($200,000.00), payable in equal
installments on Corporation's regular payroll dates, for any and all
services which Executive may render to Corporation.

<PAGE>

5. TERM AND TERMINATION.

(a) The term of this Agreement shall commence on the date hereof and
shall terminate upon the first to occur of the following events:

(i) December 31, 1997 (the "Last Day of the Stated Term");

(ii) The death or permanent disability of Executive;

(iii) The 30th day following written notice from Corporation to
Executive; or

(iv) Executive is discharged for Cause.

<PAGE>

(i) Executive shall immediately cease to be Vice President-
Finance and Chief Financial Officer of Corporation, and such other
office or position Executive then holds, and if requested by a
majority of the Board of Directors of Corporation, shall immediately
resign from the Board of Directors and from any of the Boards of
Directors of any of Corporation's subsidiaries of which Executive may
be a member.

(ii) Corporation shall be obligated and shall continue to pay
Executive an amount equal to his then current salary but at a rate of
not less than Two Hundred Thousand Dollars ($200,000.00) per annum
from the date of such termination until the Last Day of the Stated
Term. Such payments shall be made in installments payable as provided
in Section 2(a) hereof. Corporation also immediately shall pay
Executive in a lump sum an amount equal to the amount of the remaining
unpaid portion of any yearly incentive compensation award, and the
amount, if any, of any forfeiture of Executive's interest in any
profit sharing plan in which Executive is a participant.

(iii) For the purposes of participation in any hospital,
surgical,

<PAGE>

medical or other group health and accident insurance and group life
insurance plans maintained by Corporation, Executive shall continue to
be an employee of Corporation through the Last Day of the Stated Term.
Except for such purposes, unless the Board of Directors otherwise
determines by resolution, Executive shall not continue to be an
employee of Corporation for any other purposes and shall not be
entitled to continue to participate in Corporation's Retirement Plan
or 401(k) Plan, or in any other plans, programs and benefits of
Corporation; provided, however, nothing herein shall preclude
Executive from any vested rights or benefits he may have in such plans
on the effective date of termination. If a contrary determination is
made by the Board of Directors, the duties of Executive shall be only
as mutually agreed upon by Executive and Corporation, and may be
refused by Executive without penalty hereunder.

(iv) If termination shall be without Cause under Section
5(a)(iii), all stock options granted to Executive prior to the date of
this Agreement under any stock option plan of Corporation (other than
Corporation's Employee Stock Purchase Plan), notwithstanding the
provisions of any stock option plan or agreement, shall vest
immediately and become exercisable by Executive unless the
acceleration of the exercisability of the option would violate Rule
16b-3(c)(1) as promulgated by the Securities and Exchange Commission
in which event the options shall vest and become exercisable on the
day after the holding period specified in Rule 16b-3(c)(1) is
satisfied. Nothing herein shall otherwise affect the obligations of
Corporation or Executive under the terms of such stock option
agreement, which, except for the provisions hereof, shall be otherwise
enforceable in accordance with its terms.

<PAGE>

(e) "Cause" as used in Section 5(a)(iv) shall mean only gross
negligence, dishonesty, incompetence, a willful breach of this Agreement,
or violation of any reasonable rule or regulation of the Board of
Directors, the violation of which results in significant damage to
Corporation and with respect to which, except in the case of incompetence
or dishonesty, Executive fails to correct or make reasonable efforts to
correct within a reasonable time after receipt of written notice thereof.
"Cause" shall be determined only by the affirmative vote of a majority of
the authorized number of the Board of Directors (excluding, for

<PAGE>

this purpose, Executive) at a meeting for which notice has been given that
it is proposed to consider the issue of "Cause" or at a meeting occurring
not less than seven (7) days after a meeting at which one or more directors
indicate an intention to present a motion to such effect.

<PAGE>

10. CONSTRUCTION. Except as to matters of internal corporate policy and
regulation, which shall be governed by the laws of the State of Delaware (the
state of

<PAGE>

11. BINDING EFFECT.

(b) If Corporation shall adopt a plan of liquidation or be or become
a party to any action which has the substantive effect of finally
terminating its business and affairs, all sums which would have been
payable to Executive during the remaining term of this Agreement (assuming
the continuation of Executive's then salary through the Last Day of the
Stated Term) shall become due and payable to Executive not later than the
effective date of such plan or action; except in the case of a liquidation
of Corporation into an acquiring company or subsidiary of such acquiring
company after a consolidation or merger of Corporation into or with another
corporation, and the rights and obligations of Corporation under this
Agreement are expressly assumed by the acquiring company as part of the
plan of liquidation.

<PAGE>

(c) This Agreement supersedes all prior and contemporaneous
agreements, amendments, memoranda or understandings, express or implied and
written or oral, between Corporation and Executive.

12. WAIVER. Waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
of any other provision of this Agreement.

Corporation: 500 North State College Boulevard
Suite 700
Orange, California 92668

Executive: P.O. Box 14143
Orange, California 92613

No failure or refusal to accept delivery of any envelope containing such notice
shall affect the validity of such notice or the giving thereof.

<PAGE>

15. TERMINATION AFTER CHANGE IN CONTROL.

(a) Cumulative to any other provision of the Employment Agreement,
if, within two years after a change in control of Corporation, Executive's
employment with Corporation terminates for any reason, either voluntarily
or involuntarily, other than death, permanent disability or retirement at
or after Executive's normal retirement date under Corporation's Retirement
Plan, Corporation promptly will pay Executive, upon Executive's request, as
termination compensation, a lump sum amount, determined as provided in
subsection (b) of this Section 15, and such other amounts as are provided
in subsection (c) of this Section 15. For purposes of this Section, a
"change in control of Corporation" shall mean a change in control of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); provided that, without
limitation, such a change in control of Corporation shall be deemed to have
occurred if (i) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act) is or becomes the beneficial owner, directly
or indirectly, of securities of Corporation representing 40% or more of the
combined voting power of Corporation's then outstanding securities; or (ii)
during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of Corporation
cease for any reason to constitute at least a majority thereof unless the
election of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning
of the period.

(b) The lump sum compensation payable to Executive (the "Severance

<PAGE>

(c) In addition, if Executive's employment with Corporation so
terminates within two (2) years after such a change in control of
Corporation:

(i) any bonus awards previously made to Executive and not
previously paid immediately shall vest upon such termination and shall
be paid;

(ii) Executive's participation in, and terminating
distributions and vested rights under, any applicable retirement plan,
profit sharing plan

<PAGE>

and stock incentive plan of Corporation or any of its subsidiaries
shall be governed by the terms of those respective plans; and

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

CORPORATION:

WYNN'S INTERNATIONAL, INC.

By JAMES CARROLL
------------------------------------
James Carroll
President and Chief Executive Officer

EXECUTIVE:

SEYMOUR A. SCHLOSSER
---------------------------------------
Seymour A. Schlosser

<PAGE>
EXHIBIT 10.7

WYNN'S INTERNATIONAL, INC.
1995 CORPORATE MANAGEMENT INCENTIVE PLAN

SECTION 1. The purpose of this 1995 Corporate Management Incentive Plan
(the "1995 Plan") is to provide a reward for performance and an incentive for
the future endeavors of the Corporate Management Employees who contribute to the
success of the enterprise by their ability, industry, loyalty, or exceptional
service, through making them participants in that success.

SECTION 2.

(a) Wynn's International, Inc. (the "Company") shall establish a reserve
for bonus payments for Corporate Management Employees for the year 1995 (the
"Corporate Bonus Pool") with a corresponding charge to income for the year 1995
in an amount which the independent public accountants of the Company verify and
report to be equal to ten percent of the amount by which the Consolidated Pretax
Earnings of the Company exceed a twelve percent (12%) return on Beginning Net
Operating Assets, provided, however, that (i) the maximum amount of the
Corporate Bonus Pool shall be One Million Fifty Thousand Dollars ($1,050,000),
and (ii) no amounts shall be earned hereunder if the Consolidated Pretax
Earnings of the Company for the year ended December 31, 1995 are less than
Eighteen Million One Hundred Fifty Thousand Dollars ($18,150,000).

(b) Before the payment of bonus awards for the year 1995, the independent
accountants of the Company shall verify and report to the Board of Directors of
the Company (the "Board") the total amount of the Corporate Bonus Pool and bonus
awards to be paid therefrom shall not exceed the Corporate Bonus Pool as
verified and reported by the independent public accountants. Bonus awards under
the 1995 Plan shall be charged to income for 1995.

SECTION 3.

(a) The term "Consolidated Pretax Earnings" as used in the 1995 Plan shall
mean, for calendar year 1995, the Company's income before taxes based on income
as shown on the Consolidated Statement of Operations section of the Company's
1995 Consolidated Financial Statements after making adequate provision for the
Corporate Bonus Pool in the 1995 Consolidated Financial Statements.

(b) The term "Beginning Net Operating Assets" shall mean the consolidated
net operating assets of the Company and subsidiaries at December 31, 1994, as
calculated in a manner consistent with the Company's Corporate Policy No. 1014.

(c) The term "1995 Consolidated Financial Statements" as used in the 1995
Plan shall mean those financial statements of the Company and its subsidiaries
contained in the Company's annual report to stockholders for the year ended
December 31, 1995

<PAGE>

and upon which an opinion has been expressed by the independent public
accountants of the Company.

(d) The term "Corporate Management Employee" shall mean any person
employed as President and Chief Executive Officer, Vice President-Finance and
Chief Financial Officer, Vice President-Corporate Affairs, General Counsel and
Secretary, Assistant Secretary, Senior Counsel, Tax Manager, Controller,
Employee Benefits and Risk Manager, and any other management employees of the
Company designated by the President.

SECTION 4. Full power and authority to construe, interpret, and
administer the 1995 Plan shall be vested in the Board as from time to time
constituted pursuant to the By-Laws of the Company. Decisions of the Board
shall be final, conclusive, and binding. The Board shall rely upon and be bound
by the amount of Consolidated Pretax Earnings, Beginning Net Operating Assets
and the Corporate Bonus Pool, all as verified and reported by the independent
public accountants of the Company. The foregoing shall include, but shall not
be limited to, all determinations by the Board as to (i) the eligibility of a
Corporate Management Employee for consideration for a bonus, and (ii) the
amount, if any, of the bonus award paid to a Corporate Management Employee. Any
person who accepts any benefit hereunder agrees to accept as final, conclusive,
and binding, the determinations of the Board.

SECTION 5. The Board shall have discretion with respect to the
determination of individual bonus awards to the executive officers of the
Company. Individual bonus awards to other Corporate Management Employees shall
be at the discretion of the Chief Executive Officer of the Company. However,
the total Corporate Bonus Pool shall be distributed to the 1995 Plan
participants. The recommendations for bonus awards under the 1995 Plan for
executive officers of the Company shall be made to the Compensation Committee of
the Board (the "Committee") by the Chief Executive Officer under such procedure
as may from time to time be approved by the Board, except that no such
recommendations shall be made with respect to the Chief Executive Officer, but
such bonus shall be dealt with exclusively by the Committee under such
procedures as it may determine. Nothing contained herein shall entitle any
Corporate Management Employee to a bonus award, as a matter of right, for
services rendered in 1995.

SECTION 6. Notwithstanding the provisions of Sections 2 and 5, the
Committee shall have the authority to recommend to the Board, and the Board
shall have the power to authorize in accordance with the recommendations of the
Committee the payment of additional bonus awards to any or all executive
officers for outstanding performance in 1995, provided, however, that the amount
of any such additional bonus award, together with any amounts paid pursuant to
Sections 2 and 5, shall not exceed one hundred percent (100%) of such executive
officer's base salary in 1995.

SECTION 7. Bonus awards under the 1995 Plan will be paid to each
recipient no later than March 15, 1996 in one installment in cash, restricted
stock of the Company, or

<PAGE>

any combination thereof. Any award of WII restricted stock is subject to the
approval of the Committee.

SECTION 8. Upon termination of a Corporate Management Employee's
employment during the calendar year 1995 other than by death, such participant
shall not be entitled as a matter of right to any bonus award for services
rendered in 1995, provided, however, the Board may award a bonus as a matter of
discretion pursuant to Section 9 below.

SECTION 9. Notwithstanding Section 8 above, a Corporate Management
Employee whose employment terminates during the year or who is granted a leave
of absence during the year, and who at the time of such termination of
employment or granting of leave is eligible for consideration of a bonus, may,
at the discretion of the Board, and under such rules as the Board may from time
to time approve, be awarded a bonus with respect to the period of his/her
services during the year 1995.

SECTION 10. Upon the death of a Corporate Management Employee during
1995, there shall be paid (as a death benefit and in lieu of any payment
pursuant to Section 5 which would otherwise have been payable after the death of
such Corporate Management Employee) to such beneficiaries as the Corporate
Management Employee shall have designated in writing and on forms prescribed by
and filed with the Board, or, if no such designation of beneficiaries has been
made, to such Corporate Management Employee's legal representatives or to the
persons entitled thereto as determined by a court of competent jurisdiction, an
amount equal to the bonus award, if any, that would have been paid to the
deceased Corporate Management Employee had such participant remained employed by
the Company through December 31, 1995. Any bonus which may be awarded to such
deceased participant shall be paid at the time awards are paid to other
participants pursuant to the 1995 Plan.

SECTION 11. The 1995 Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Delaware and
construed accordingly.

SECTION 12. The 1995 Plan is effective as of January 1, 1995.

<PAGE>

EXHIBIT 10.11

STANDARD DEFERRED COMPENSATION AGREEMENT

THIS AGREEMENT, is made the 5th day of August, 1994, at Lebanon, Tennessee,
by and between Wynn's-Precision, Inc., a Delaware Corporation, hereinafter
sometimes referred to as "Employer," and James Carroll, hereinafter sometimes
referred to as "Employee."

W I T N E S S E T H :

WHEREAS, Employer has offered to defer payment of Employee's incentive
award, if any earned for services to be rendered in 1994 and to be paid in 1995;
and

WHEREAS, Employee desires to receive said incentive award for 1994, if
earned, as deferred compensation; and

WHEREAS, the parties hereto have agreed to certain terms and conditions in
connection therewith and desire to reduce their agreement in writing;

NOW, THEREFORE, for a valuable consideration, the receipt and sufficiency
of which is acknowledged, the parties agree as follows:

1. AMOUNT

Employer shall defer payment of, and Employee shall defer receipt of the
incentive award, if any, earned by Employee for services rendered for calendar
year 1994 ("Deferred Compensation"). Said Deferred Compensation

<PAGE>

shall bear interest from the date that said Deferred Compensation would
otherwise be payable to Employee to the date of payment at the lesser of (a) the
rate of fifteen percent (15%) per annum, or (b) the prime rate as quoted by
Third National Bank, Nashville, Tennessee, on the last business day of each
calendar quarter.

2. DATE OF PAYMENT

Payment of Deferred Compensation shall be made five (5) business days after
the earliest of the following events:

(a) Employee terminates his employment with Employer;

(b) Employee becomes permanently disabled;

(d) A change in control of Wynn's International, Inc. (WII), the ultimate
parent corporation of Employer, occurs.

3. METHOD OF PAYMENT

Upon the occurrence of the earlier of any of the events specified in
Paragraph 2 hereof, Employer agrees to pay to Employee by Employer check the
total sum deferred in accordance with Paragraph 1, including principal and
interest, payable in one lump sum, less any required withholdings.

4. DEATH BENEFIT

In the event that Employee shall die while employed by Employer, or while
on an agreed leave of absence from said employment, then this Agreement shall be
terminated, and Employer shall pay to the person(s) designated by Employee, the
total amount of Deferred Compensation hereunder, including principal and
interest, payable in one (1) installment,

<PAGE>

commencing no later than sixty (60) days following the death of said Employee.
If Employee shall not have filed a designation of beneficiary in writing with
Employer at the time of his death, then Employer shall pay said total benefit to
Employee's spouse, if living, and if not, to Employee's estate. Employer shall
have the right to make any required withholdings from such payments.

5. CHANGE IN CONTROL OF WII

For purposes of this Agreement, a "change in control of WII" shall mean a
change in control of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended ("Exchange Act"); provided that, without
limitation, such a change in control shall be deemed to have occurred if (i) any
"person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
Act) is or becomes the beneficial owner, directly or indirectly, of securities
of WII representing 40% or more of the combined voting power of WII's then
outstanding securities; or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of WII cease for any reason to constitute at least a majority thereof
unless the election of each new director was approved by a vote of at least two-
thirds of the directors then still in office who were directors at the beginning
of the period.

6. FUNDING OF BENEFIT

Employee understands and acknowledges that all Deferred Compensation under
Paragraph 1 of this Agreement shall be general unsecured obligations of Employer
and that Employer shall have no

<PAGE>

obligation to set aside any amounts, principal or interest, for the benefit of
Employee in order to meet Employer's obligations under this Agreement, until
said amounts become due and payable under this Agreement. Employer shall be
entitled to set up such reserves as are required in order for Employer's
financial statements to be in accordance with generally accepted accounting
principles.

7. STATEMENT OF ACCOUNT

Employer shall furnish to Employee an annual statement showing the amount
of Deferred Compensation, including principal and interest, held for the account
of Employee.

8. NON-ASSIGNABILITY

The rights and benefits of Employee hereunder and the rights and benefits
of the person(s) who may be designated by Employee pursuant to the provisions of
Paragraph 4 hereof, shall be personal to Employee and to such person(s), and no
right or benefit hereunder shall be subject to voluntary or involuntary
alienation, assignment, pledge, hypothecation or transfer, or become an asset in
bankruptcy of such Employee or such person(s), or of any person claiming through
or under them; and no such right or benefit shall be available or subject to the
claims of any creditor of such Employee or such person(s), or any person
claiming through or under them.

9. GOVERNING LAW

This Agreement shall be governed by and construed according to the laws of
the State of Tennessee.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

WYNN'S-PRECISION, INC.

By JERRY L. MCFADDEN
------------------------------------
Jerry L. McFadden
Vice President-Finance

ATTEST:

LYNN WINFREE
- ---------------------------
Lynn Winfree
Assistant Secretary

By JAMES CARROLL
-----------------------------------
James Carroll

<PAGE>

EXHIBIT 11

WYNN'S INTERNATIONAL, INC.
COMPUTATION OF NET INCOME PER COMMON SHARE - PRIMARY

<TABLE> <CAPTION>
Year ended December 31
---------------------------------------------------
1994 1993 1992
----------- ---------- ----------
<S> <C> <C> <C>
Net income . . . . . . . . . . . . . . . . . $11,821,000 $8,981,000 $7,253,000
Weighted average number of shares
outstanding. . . . . . . . . . . . . . . . 5,553,194 5,439,042 5,395,809
Net shares assumed issued using the
treasury stock method for stock options
outstanding during each period based on
average market price.. . . . . . . . . . . 141,050 108,384 (1)
----------- ---------- ----------
Common and common equivalent
shares . . . . . . . . . . . . . . . . . . 5,694,244 5,547,426 5,395,809
----------- ---------- ----------
Net income per common share. . . . . . . . . $2.08 $1.62 $1.34
----------- ---------- ----------
<FN>
- ---------------------------------

(1) The effect of outstanding stock options on the primary earnings per share
computation for 1992 was immaterial.
</TABLE>

COMPUTATION OF NET INCOME PER COMMON SHARE -
ASSUMING FULL DILUTION

Year ended December 31
---------------------------------------------------
1994 1993 1992
----------- ---------- ----------
<S> <C> <C> <C>
Net income . . . . . . . . . . . . . . . . . $11,821,000 $8,981,000 $7,253,000
Net interest expense from convertible
bonds. . . . . . . . . . . . . . . . . . . 367,000 406,000 425,000
----------- ---------- ----------
Net earnings for purposes of dilution. . . . $12,188,000 $9,387,000 $7,678,000
----------- ---------- ----------
Weighted average number of shares
outstanding. . . . . . . . . . . . . . . . 5,553,194 5,439,042 5,395,809
Net shares assumed issued using the
treasury stock method for stock options
outstanding during each period based on
average or ending market price,
whichever is higher. . . . . . . . . . . . 147,553 119,762 84,641
Dilutive effect of assumed
conversion of bonds outstanding. . . . . . 428,076 473,360 494,317
----------- ---------- ----------
Fully diluted shares . . . . . . . . . . . . 6,128,823 6,032,164 5,974,767
----------- ---------- ----------
Net income per common share. . . . . . . . . $1.99 $1.56 $1.29
----------- ---------- ----------
</TABLE>

Note: The above calculations reflect for all periods the three-for-two stock
split effected by the Company in September 1993.

<PAGE>

EXHIBIT 13

This exhibit consists of the following portions of the 1994 Annual Report
to Stockholders of Wynn's International, Inc.: the Report of Independent
Auditors on page 20, the consolidated financial statements of Registrant on
pages 20 through 32, the Selected Financial Data section on page 15, the
Management's Discussion and Analysis of Financial Condition and Results of
Operations section on pages 16 through 19, and the information appearing under
"Cash Dividends and Common Stock Price Per Share: 1993-1994" on page 32 and
"Number of Stockholders" and "Stock Exchange Listing" on page 33.

<PAGE>

WYNN'S INTERNATIONAL, INC.

S E L E C T E D F I N A N C I A L D A T A

FIVE YEARS ENDED DECEMBER 31, 1994
- ------------------------------------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990
- ------------------------------------------------------------------------------------------------------------------------
(DOLLAR AMOUNTS IN THOUSANDS-EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Net sales $292,651 $284,957 $291,788 $273,963 $285,123
- ------------------------------------------------------------------------------------------------------------------------
Income (loss) before taxes
based on income 19,379 15,811 13,334 (13,918)(a) 12,966
Provision (benefit) for taxes
based on income 7,558 6,830 6,081 (2,718) 6,612
- ------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ 11,821 $ 8,981 $ 7,253 $(11,200) $ 6,354
- ------------------------------------------------------------------------------------------------------------------------
Earnings (loss) per share of
common stock (b) $2.08 $1.62 $1.34 $(2.06) $1.10
- ------------------------------------------------------------------------------------------------------------------------
Weighted average common
shares outstanding 5,694,244 5,547,426 5,395,809 5,438,480 5,767,284
- ------------------------------------------------------------------------------------------------------------------------
Cash dividends per common share $.44 $.42 $.40 $.40 $.40
- ------------------------------------------------------------------------------------------------------------------------
Selected balance sheet items:
Current assets $120,000 $117,624 $124,897 $118,014 $127,754
Current liabilities 59,167 56,293 54,378 44,732 50,224
Working capital 60,833 61,331 70,519 73,282 77,530
Current ratio 2.03 to 1 2.09 to 1 2.30 to 1 2.64 to 1 2.54 to 1
Total assets $176,472 $167,799 $170,716 $165,622 $187,765
Long-term debt due after one year 14,948 23,389 32,518 40,696 41,191
Stockholders' equity 95,440 84,442 78,853 75,611 89,784
Book value per common share $17.13 $15.27 $14.59 $14.03 $16.43
- ------------------------------------------------------------------------------------------------------------------------
Number of employees 2,052 1,978 1,945 1,924 1,966
- ------------------------------------------------------------------------------------------------------------------------

<FN>
Notes:

(a) 1991 loss includes $20.7 million restructuring charge ($14.9 million after
tax benefit or $2.75 per share).

(b) See Note 13 of Notes to Consolidated Financial Statements for certain per
share information. All per share amounts have been adjusted to reflect the
three for two stock split effected in 1993.
</TABLE>

The above Selected Financial Data for the five years ended December 31, 1994 is
not reported upon herein by independent auditors. See Management's Discussion
and Analysis of Financial Condition and Results of Operations.

------
15

<PAGE>

WYNN'S INTERNATIONAL, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

1994 COMPARED TO 1993

Net sales in 1994 were $292.7 million compared to $285.0 million in 1993,
an increase of 3 percent. Sales were up 13 percent at the Specialty Chemicals
Division, but sales were down 3 percent for the Automotive Components Division,
which is comprised of Wynn's-Precision, Inc. ("Precision"), a Lebanon,
Tennessee-based supplier of O-rings, seals and molded rubber products, and
Wynn's Climate Systems, Inc. ("WCS"), a Fort Worth, Texas-based supplier of
automotive air conditioning products. The Automotive Components Division was
formerly referred to as the Automotive Parts and Accessories Division.

Precision recorded a 21 percent increase in sales in 1994, attributable to
growth in all of its major operations. Precision's growth was primarily due to
the higher level of economic activity in the U.S. during 1994, including U.S.
automotive production rates. Higher revenues were derived from sales of O-rings,
composite gaskets and engineered thermoplastics. Precision continued to receive
requests in 1994 for price freezes or price reductions from customers in a broad
array of markets. Precision expects this trend to continue in 1995. Higher
revenues at Precision generally resulted from an increase in the number of units
sold as opposed to price increases.

WCS experienced a 30 percent decrease in revenues in 1994 compared to 1993
due to decreased sales in its original equipment manufacturers ("OEM") division.
The OEM revenue decrease was principally due to the previously announced
conclusion of a substantial part of WCS' Mazda kit assembly business and a
reduction in sales to the Rover Group resulting from the previously announced
expiration of a supply agreement. Revenues in WCS' aftermarket division,
including revenues from company owned installation centers, increased 25 percent
in 1994 compared to 1993. In response to the phase-out of its lower margin
assembly operations, WCS is continuing to reposition itself to focus on
producing and marketing components with a higher value-added content. WCS
expects its total revenues in 1995 to be approximately the same as in 1994. In
January 1995, WCS sold substantially all of the assets comprising the operations
of its refrigerant recovery and recycling machine product line, including all
related inventory. The sale was made on an installment-payment basis to an
unrelated third party.

Sales at the Specialty Chemicals Division, principally car care products,
increased 13 percent on a worldwide basis compared to 1993. (This Division was
formerly referred to as the Petrochemical Specialties Division.) Excluding the
impact of foreign exchange rate fluctuations, total revenues in 1994 would have
increased 12 percent compared to 1993. The sales increase was due principally to
increased sales in the U.S. and France. In the U.S., domestic revenues in 1994
increased 28 percent compared to 1993 led by strong sales of the division's
product warranty program and growth in export sales from the U.S. to Latin
American and Asian distributors. Foreign subsidiary sales increased 6 percent in
1994 over 1993. (The increase would have been 5 percent in 1994 if foreign
exchange rates had remained constant with 1993 rates.) Sales increased in
France, Canada, South Africa and Mexico, but decreased in Germany and the United
Kingdom.

Sales of the relatively small Builders Hardware Division, comprised of
Robert Skeels & Company ("Skeels"), a regional builders hardware products
wholesale distributor, increased 5 percent from 1993, principally due to
revitalized sales and marketing programs and a general improvement in the
southern California economy.

On a consolidated basis, total cost of sales in 1994 was 65.1 percent of
sales compared to 66.7 percent in 1993. The resulting increase in gross margin
was due primarily to higher sales and production volumes at Precision. The
Specialty Chemicals Division's gross margin declined in 1994 compared to 1993
because of a change in product mix. WCS' gross margin decreased in 1994 due to
the lower sales. The gross margin at Skeels increased slightly in 1994 compared
to 1993.

Selling, general and administrative expenses increased to $80.3 million in
1994, or 27.4 percent of sales, from $76.0 million in 1993, or 26.7 percent of
sales. The increase in amount was principally attributable to higher sales at
the Specialty Chemicals Division and Precision, and higher corporate expenses.
The increase in operating expenses at the Specialty Chemicals Division reflects
this Division's growth in revenues. However, as a percentage of sales, its
operating expenses dropped significantly due to the change in revenue mix and
cost controls. Precision's operating expenses in absolute dollars increased over
1993 levels due to the higher revenues, but decreased as a percentage of
Precision's revenues. Operating expenses declined slightly at Skeels. During
1994, corporate expenses increased over 1993 levels primarily because of
increased expenses for incentive compensation, the adoption of a new accounting
standard for postemployment benefits, corporate severance costs and general
environmental matters. The Company closely monitors legal and factual
developments in the environ-

- -------
16

<PAGE>

WYNN'S INTERNATIONAL, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

mental area to evaluate the adequacy of present reserves.

Interest expense in 1994 was $3.0 million, which was less than the $3.9
million of interest expense in 1993. The decrease is primarily due to the
reduction of outstanding indebtedness. In March 1994, the Company paid a $7.9
million installment on its 10.75 percent senior notes. During 1994, the holder
of the Company's 9 percent convertible notes converted $250,000 principal amount
of such notes into 17,045 shares of the Company's Common Stock.

Income before taxes was $19.4 million in 1994, compared to $15.8 million in
1993. In the Automotive Components Division, operating profits of Precision
increased substantially in 1994 due to higher revenue levels. Precision's
profitability is sensitive to changes in volume. WCS recorded an operating loss
in 1994, compared to an operating profit in 1993, due to WCS' lower revenues.
Operating profits of the Specialty Chemicals Division increased 36 percent in
1994 due to increased revenues. (Operating profit would have increased 35
percent in 1994 if exchange rates had remained constant with 1993 rates.)
Operating profits of the Builders Hardware Division also increased in 1994
because of the Division's higher sales revenues and lower operating costs.

The effective tax rate in 1994 was 39.0 percent compared to the effective
tax rate of 43.2 percent in 1993. The decline in 1994 is due to the higher level
of profitability in the U.S., which has a lower corporate income tax rate than
many of the international jurisdictions in which the Company operates. In 1994,
the Company adopted Statement of Financial Accounting Standards No.112,
Employers' Accounting for Postemployment Benefits. Such adoption had no material
effect on the financial results or position of the Company.

Net income in 1994 was $11.8 million compared to $9.0 million in 1993. The
improvement in 1994 compared to 1993 was primarily attributable to the higher
operating profit at Precision and the Specialty Chemicals Division, the decrease
in interest expense and the lower effective tax rate.

Primary earnings per share in 1994 was $2.08 compared to $1.62 in 1993.
Fully diluted earnings per share in 1994 was $1.99 compared to $1.56 in 1993.
The increase in per share results in 1994 was due to the increase in net income,
partially offset by an increase in shares outstanding. The number of shares
outstanding increased primarily as a result of the conversion in 1994 of
$250,000 principal amount of the Company's 9 percent convertible notes into
17,045 shares of Common Stock, the exercise of stock options to purchase 24,325
shares of Common Stock and an increase in the outstanding stock options assumed
exercised.

FINANCIAL CONDITION

Working capital at December 31, 1994 was $60.8 million compared to $61.3
million at the end of 1993. The current ratio was 2.03 to 1 at December 31,
1994, compared to 2.09 to 1 at the prior year end. The slight decreases in
working capital and the current ratio compared to December 31, 1993 were
primarily attributable to the decline in cash and cash equivalents and an
increase in accrued liabilities, partially offset by increased inventory,
accounts receivable and prepaid expenses and other current assets. Cash and
cash equivalents decreased $5.0 million to $16.4 million at December 31, 1994
compared to December 31, 1993, primarily due to a reduction in the Company's
outstanding debt during 1994. Inventory increased $3.9 million primarily due
to increases at WCS and Precision, partially offset by a reduction at the
Specialty Chemicals Division. Inventory at WCS increased $3.2 million compared
to December 31, 1993 as a result of increased production of aftermarket kits
for the 1995 season. The increase in inventory at Precision was required to
support the anticipated increase in revenues in 1995. Reduced inventory levels
at the Specialty Chemicals Division were the result of continued efforts to
reduce this Division's investment in inventory.

Accounts receivable increased $.9 million to $47.5 million at December 31,
1994 from $46.6 million at the prior year end. This increase was primarily the
result of the higher revenues at Precision and the Specialty Chemicals Division
partially offset by lower receivables at WCS. Prepaid expenses and other current
assets increased to $13.3 million at December 31, 1994 from $10.8 million at the
prior year end primarily due to higher prepaid income taxes resulting from the
reclassification of certain deferred tax credits to long-term deferred taxes
based on income. Total current liabilities increased $2.9 million to $59.2
million at December 31, 1994 from $56.3 million at December 31, 1993. The
increase was primarily the result of increased accruals for warranty kit
programs, salaries and other compensation and other accrued liabilities,
partially offset by a reduction in the amount payable for taxes based on income.

Property, plant and equipment increased $7.3 million to $48.2 million in
1994, consisting of $13.8 million in additions (principally at Precision and
WCS) offset by the annual depreciation charge of $5.9 million, as well as
retirements and foreign exchange adjustment.

At December 31, 1994, the Company had two separate $15.0 million unsecured
domestic committed bank lines of credit, which permit borrowings through June
30, 1997, and one uncommitted line of credit. At December 31, 1994, $.2 million
in borrowings were outstanding under the uncommitted line of credit. The
Company made the borrowings for working capital

------
17

<PAGE>

WYNN'S INTERNATIONAL, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

needs. The Company also has a committed $4.0 million unsecured multicurrency and
trade finance line of credit and various other foreign uncommitted credit lines.
At December 31, 1994, no borrowings were outstanding under any of these lines.

The Company believes that additional lines of credit could be obtained if
necessary. Under present circumstances, neither additional lines of credit nor
additional long-term financing is required to supplement working capital
requirements, including the next scheduled payment of $7.9 million of long-term
debt due in March 1995.

Stockholders' equity at the end of 1994 was $95.4 million compared to $84.4
million at the end of 1993. The increase resulted primarily from net income of
$11.8 million, $.6 million in the equity adjustment from foreign currency
translation, the amortization of $.4 million of unearned compensation, $.4
million from the exercise of stock options and the conversion of $.2 million of
convertible notes, reduced by dividends of $2.4 million. Under the Company's
Stock-Based Incentive Award Plan, 60,000 shares of restricted stock were issued
in December 1993 to the Company's Chief Executive Officer. The market value of
the restricted stock at the time of grant was recorded as unearned compensation
in a separate component of stockholders' equity and is being amortized to
expense ratably over the three-year vesting period. Amortization in the amount
of approximately $407,000 was recognized in 1994.

In 1994, the stockholders approved an Employee Stock Purchase Plan, which
allows eligible employees to purchase shares of the Company's Common Stock at a
price equal to 85 percent of the market price at the beginning or end of the
plan year, whichever is lower. A maximum of 400,000 shares are available for
issuance over the term of the plan. The first plan year commenced on January 1,
1995.

The Company expects total capital expenditures in 1995 to be approximately
$12 million, funded from current operations. As previously announced, the
Company will continue to explore possible niche acquisitions.

IMPACT OF CHANGING PRICES ON SALES AND INCOME

The Company attempts to minimize the impact of inflation on production and
operating costs through cost control programs and productivity improvements.
Over the past three years the inflation rate has been relatively low.
Nonetheless, the Company has continued to face increases in the cost of labor
and some materials, despite requests for price reductions from many customers.
Due to intense competition, the Company in 1994 generally was not able to raise
prices to its customers to pass along the cost increases experienced.

RESULTS OF OPERATIONS

1993 COMPARED TO 1992

Net sales in 1993 were $285.0 million compared to $291.8 million in 1992, a
decrease of 2 percent. Sales were down 2 percent for the Automotive Components
Division, which is comprised of Precision and WCS.

Precision recorded a 15 percent increase in sales in 1993, attributable to
growth at all of its major operations except its Arizona aerospace operation.
Higher revenues were derived from sales of O-rings, composite gaskets and
engineered thermoplastics. Precision's Arizona operation is refocusing on new
commercial product applications for nonaerospace customers to help offset the
decline in revenues from aerospace customers. Precision continued to receive
requests in 1993 for price freezes or reductions from customers in a broad array
of markets. Precision expected this trend to continue in 1994 as customers
strived to lower costs through increased supplier competition. Increases in
revenue at Precision generally indicated an increase in the number of units
sold.

WCS experienced a 17 percent decrease in revenues in 1993 compared to 1992
due to decreased sales in its OEM division. The OEM revenue decrease was
principally due to decreased sales to Mazda and Chrysler, partially offset by
increased sales to the Rover Group. Revenues in WCS' aftermarket division,
including revenues from company owned installation centers, were virtually the
same in 1993 as in 1992. WCS' revenues in 1993 from sales of its refrigerant
recovery and recycling machine were slightly higher than in 1992. WCS expected
sales by its OEM division to decline further in 1994 compared to 1993 due to
Mazda's previously announced decision to change its supply agreement when the
new product platform for the 323 vehicle is introduced in model year 1995 and
due to the expiration of WCS' supply agreement with the Rover Group. In response
to the loss of such supply agreements, and the concurrent worldwide
environmental limitations on the production of R-12 (the refrigerant used in
most automotive air conditioning systems) and the transition to the more
environmentally friendly R-134a refrigerant, WCS is repositioning itself to
focus on producing components with a higher value-added content. Accordingly, in
1993 WCS devoted substantial resources to develop the capability to produce more
efficient aluminum condensers and evaporators which improve performance of R-
134a systems. Additionally, WCS negotiated with major OEM customers to supply
retrofit kits for converting vehicles with R-12 air conditioning systems to R-
134a systems. Due to this restructuring process, WCS expected its total revenues
in 1994 to be below 1993 levels.

Sales for the Specialty Chemicals Division, principally sales of car care
products, decreased 1 percent on a

- ------
18

<PAGE>

WYNN'S INTERNATIONAL, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

worldwide basis compared to 1992 due to the adverse effect of foreign exchange
rate fluctuations. Excluding the impact of these foreign exchange rate
fluctuations, total revenues in 1993 would have increased 5 percent compared to
1992. In the U.S., domestic revenues in 1993 increased 11 percent compared to
1992. Direct exports from the U.S. to Latin American and Asian distributors
increased slightly over 1992. Foreign subsidiary sales decreased 6 percent in
1993 due to the lingering worldwide recession and the adverse effect of exchange
rate fluctuations. Foreign subsidiary sales would have increased 2 percent in
1993 if foreign exchange rates had remained constant in 1993. Sales declined in
France, Spain, Belgium, the United Kingdom and South Africa, but increased in
Australia and Canada.

Sales of the relatively small Builders Hardware Division decreased 17
percent from 1992, principally due to the general downturn in the southern
California economy and the more severe reduction in the area's construction
activity during 1993.

On a consolidated basis, total cost of sales in 1993 was 66.7 percent of
sales compared to 66.9 percent in 1992. The resulting slight increase in gross
margin was due primarily to higher sales and production volumes at Precision.
The Specialty Chemicals Division's gross margin declined because of a change in
product mix to lower margin items. Gross margins at WCS and Skeels were
approximately the same in both years.

Selling, general and administrative expenses decreased to $76.0 million in
1993, or 26.7 percent of sales, from $78.8 million in 1992, or 27.0 percent of
sales. The reduction was principally attributable to decreased expenses at the
Specialty Chemicals Division and WCS, partially offset by a volume-related
increase at Precision. The decreases in such expenses at the Specialty Chemicals
Division reflected the nonrecurrence in 1993 of the Division's 1992 costs of
converting its direct Brazilian branch into independent distributor operations
and a general reduction in spending in many categories of operating expenses.
The decrease at WCS occurred because of its revenue decline and management's
further control of operating costs. Precision's operating expenses in absolute
dollars increased over 1992 levels due to the higher revenues, but remained the
same as a percentage of Precision's revenues. During 1993, corporate expenses
increased over 1992 levels primarily because of increased expenses for lease
termination costs and general environmental matters. The Company closely
monitors legal and factual developments in the environmental area to evaluate
the adequacy of present reserves.

Interest expense in 1993 was $3.9 million, which was less than the $5.1
million of interest expense in 1992. The decrease is primarily due to the
reduction of outstanding indebtedness. In March 1993, the Company paid a $7.9
million installment on its 10.75 percent senior notes. During 1993, the holder
of the Company's 9 percent convertible notes converted $750,000 principal amount
of such notes into 51,134 shares of the Company's Common Stock.

Income before taxes was $15.8 million in 1993 compared to $13.3 million in
1992. In the Automotive Components Division, operating profits of Precision
increased 20 percent in 1993 due to higher revenue levels. Precision's
profitability is sensitive to changes in volume. Operating profits of WCS
decreased 14 percent in 1993 compared to 1992 due to WCS' lower revenues.
Operating profits of the Specialty Chemicals Division increased 6 percent in
1993 due to the significant decline in operating expenses, including the
nonrecurrence of the Brazilian costs described above. Excluding the effect of
foreign exchange rate fluctuations, operating profit would have increased 11
percent in 1993. Operating profits of the Builders Hardware Division decreased
$229,000 in 1993 because of the Division's 17 percent decline in sales revenues.

The effective tax rate in 1993 was 43.2 percent compared to the effective
tax rate of 45.6 percent in 1992. The decline in 1993 was due to the higher
level of profitability in the U.S. which has a lower corporate income tax rate
than many of the international jurisdictions in which the Company operates. In
1993, the Company adopted Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes. Such adoption had no material effect on the
financial results or position of the Company.

Net income in 1993 was $9.0 million compared to $7.3 million in 1992. The
improvement in 1993 compared to 1992 was attributable to the higher operating
profit at Precision and the Specialty Chemicals Division, the decrease in
interest expense and the lower effective tax rate.

Primary earnings per share in 1993 was $1.62 compared to $1.34 in 1992.
Fully diluted earnings per share in 1993 was $1.56 compared to $1.29 in 1992.
(See Note 2 of Notes to Consolidated Financial Statements for a discussion of
the 3 for 2 stock split in 1993.) The increase in per share results in 1993 was
due to the increase in net income, but reduced by additional shares outstanding.
The number of shares outstanding increased primarily as a result of the
conversion in 1993 of $750,000 principal amount of the Company's 9 percent
convertible notes into 51,134 shares of common stock, the grant of 60,000 shares
of restricted stock in December 1993 and the assumed exercise of outstanding
stock options. Prior to 1993, the effect on primary earnings per share of the
assumed exercise of outstanding stock options was not included since the effect
was immaterial.

------
19

<PAGE>

WYNN'S INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
THREE YEARS ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
1994 1993 1992
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues:
Net sales $292,651,000 $284,957,000 $291,788,000
Interest income 626,000 719,000 755,000
- -------------------------------------------------------------------------------
293,277,000 285,676,000 292,543,000
- --------------------------------------------------------------------------------
Costs and expenses:
Cost of sales 190,582,000 190,026,000 195,346,000
Selling, general and
administrative 80,328,000 75,977,000 78,790,000
Interest expense 2,988,000 3,862,000 5,073,000
- --------------------------------------------------------------------------------
273,898,000 269,865,000 279,209,000
- --------------------------------------------------------------------------------
Income before taxes based on income 19,379,000 15,811,000 13,334,000
Provision for taxes based on income 7,558,000 6,830,000 6,081,000
- --------------------------------------------------------------------------------
Net income $ 11,821,000 $ 8,981,000 $ 7,253,000
- --------------------------------------------------------------------------------
Earnings per share of common stock:
Primary $2.08 $1.62 $1.34
Fully diluted $1.99 $1.56 $1.29
- --------------------------------------------------------------------------------
</TABLE>
See accompanying notes.

REPORT OF INDEPENDENT AUDITORS

THE BOARD OF DIRECTORS AND STOCKHOLDERS
WYNN'S INTERNATIONAL, INC.
We have audited the accompanying consolidated balance sheets of Wynn's
International, Inc. as of December 31, 1994 and 1993, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 1994. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Wynn's
International, Inc. at December 31, 1994 and 1993, and the consolidated results
of its operations and its cash flows for each of the three years in the period
ended December 31, 1994, in conformity with generally accepted accounting
principles.

/s/ Ernst & Young LLP
---------------------

Los Angeles, California
January 27, 1995

- --------
20

<PAGE>

WYNN'S INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, 1994 AND 1993
- --------------------------------------------------------------------------------
ASSETS 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 16,446,000 $ 21,397,000
Accounts receivable, less $1,835,000
allowance for doubtful accounts
($1,848,000 in 1993) 47,500,000 46,631,000
Inventories 42,752,000 38,824,000
Prepaid expenses and other current assets
(including prepaid taxes based on income of
$6,080,000 in 1994 and $3,176,000 in 1993) 13,302,000 10,772,000
- --------------------------------------------------------------------------------
Total current assets 120,000,000 117,624,000
Property, plant and equipment, at cost less
accumulated depreciation and amortization 48,192,000 40,912,000
Costs in excess of fair value of net assets of
businesses acquired, less accumulated
amortization of $3,833,000 ($3,695,000 in 1993) 3,170,000 3,309,000
Other assets 5,110,000 5,954,000
- --------------------------------------------------------------------------------
$176,472,000 $167,799,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
- --------------------------------------------------------------------------------
Current liabilities:
Notes payable $ 239,000 $ 809,000
Accounts payable 19,708,000 19,564,000
Dividends payable 614,000 610,000
Taxes based on income 1,211,000 2,494,000
Accrued liabilities:
Warranty kit programs 5,411,000 3,626,000
Salaries and other compensation 8,620,000 7,979,000
Other 15,203,000 13,031,000
Long-term debt due within one year 8,161,000 8,180,000
- --------------------------------------------------------------------------------
Total current liabilities 59,167,000 56,293,000
Long-term debt due after one year 14,948,000 23,389,000
Deferred taxes based on income 6,917,000 3,675,000
Commitments and contingencies
Stockholders' equity:
Preferred stock, $1 par value;
500,000 shares authorized, none issued - -
Common stock, $1 par value;
20,000,000 shares authorized,
5,918,692 shares issued
(10,000,000 shares authorized,
5,877,322 issued in 1993) 5,919,000 5,877,000
Capital in excess of par value 9,871,000 9,275,000
Retained earnings 86,250,000 76,873,000
Equity adjustment from foreign
currency translation (2,238,000) (2,814,000)
Unearned compensation (781,000) (1,188,000)
Common stock held in treasury 347,250 shares,
at cost (3,581,000) (3,581,000)
- --------------------------------------------------------------------------------
Total stockholders' equity 95,440,000 84,442,000
- --------------------------------------------------------------------------------
$176,472,000 $167,799,000
- --------------------------------------------------------------------------------
</TABLE>

See accompanying notes.

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21

<PAGE>

WYNN'S INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY

Three years ended December 31, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
Equity
adjustment Common
Common stock Capital in from foreign stock
---------------- excess of Retained currency Unearned held in
Shares Amount par value earnings translation compensation treasury Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
January 1, 1992 5,802,063 $5,802,000 $7,605,000 $65,091,000 $ 1,360,000 $ - $(4,247,000) $75,611,000
Net income - - - 7,253,000 - - - 7,253,000
Cash dividends of
$.40 per common
share - - - (2,159,000) - - - (2,159,000)
Stock options
exercised 10,725 11,000 136,000 - - - - 147,000
Restricted stock
issued to employees - - 11,000 - - - 47,000 58,000
Tax benefits related
to employee stock
option exercises - - 9,000 - - - - 9,000
Adjustments from
foreign currency
translation, net - - - - (2,066,000) - - (2,066,000)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at
December 31, 1992 5,812,788 5,813,000 7,761,000 70,185,000 (706,000) - (4,200,000) 78,853,000
Net income - - - 8,981,000 - - - 8,981,000
Cash dividends of
$.42 per common
share - - - (2,293,000) - - - (2,293,000)
Cash paid for
fractional shares
at time of split - - (1,000) - - - - (1,000)
Stock options
exercised 13,400 13,000 198,000 - - - - 211,000
Restricted stock
issued to employee - - 603,000 - - - 619,000 1,222,000
Tax benefits related
to employee stock
option exercises - - 15,000 - - - - 15,000
Conversion of
$750,000
convertible notes 51,134 51,000 699,000 - - - - 750,000
Adjustments from
foreign currency
translation, net - - - - (2,108,000) - - (2,108,000)
Unearned compensation - - - - - (1,188,000) - (1,188,000)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at
December 31, 1993 5,877,322 5,877,000 9,275,000 76,873,000 (2,814,000) (1,188,000) (3,581,000) 84,442,000
Net income - - - 11,821,000 - - - 11,821,000
Cash dividends of
$.44 per common
share - - - (2,444,000) - - - (2,444,000)
Stock options
exercised 24,325 25,000 323,000 - - - - 348,000
Tax benefits related
to employee stock
option exercises - - 40,000 - - - - 40,000
Conversion of
$250,000
convertible notes 17,045 17,000 233,000 - - - - 250,000
Adjustments from
foreign currency
translation, net - - - - 576,000 - - 576,000
Amortization of
unearned
compensation - - - - - 407,000 - 407,000
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at
December 31, 1994 5,918,692 $5,919,000 $9,871,000 $86,250,000 $(2,238,000) $(781,000) $(3,581,000) $95,440,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes.

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22

<PAGE>

WYNN'S INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE YEARS ENDED DECEMBER 31, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Cash received from customers $291,806,000 $285,021,000 $290,969,000
Cash paid to suppliers and employees (254,867,000) (241,061,000) (257,823,000)
Cash paid on warranty kit claims (8,114,000) (6,706,000) (6,543,000)
Interest received 690,000 612,000 996,000
Interest paid (3,020,000) (4,071,000) (4,986,000)
Income taxes paid (8,623,000) (5,339,000) (3,891,000)
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 17,872,000 28,456,000 18,722,000
- ------------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment (13,786,000) (10,008,000) (6,532,000)
Proceeds from sale of property, plant and equipment 806,000 553,000 327,000
Other cash receipts (disbursements)-net 112,000 172,000 (158,000)
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (12,868,000) (9,283,000) (6,363,000)
- ------------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Borrowings under lines of credit-net (570,000) (131,000) 244,000
Payments on long-term debt (8,210,000) (8,533,000) (421,000)
Dividends paid (2,440,000) (2,227,000) (2,157,000)
Proceeds from exercise of stock options 348,000 211,000 147,000
Other cash disbursements-net - (1,000) -
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (10,872,000) (10,681,000) (2,187,000)
- ------------------------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes 917,000 (1,762,000) (1,644,000)
- ------------------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (4,951,000) 6,730,000 8,528,000
Cash and cash equivalents at beginning of year 21,397,000 14,667,000 6,139,000
- ------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 16,446,000 $ 21,397,000 $ 14,667,000
- ------------------------------------------------------------------------------------------------------------------------------------

Reconciliation of net income to net cash provided by operating activities:
- ------------------------------------------------------------------------------------------------------------------------------------
Net income $ 11,821,000 $ 8,981,000 $ 7,253,000
- ------------------------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 6,811,000 6,662,000 6,140,000
Provision for uncollectible accounts 208,000 (39,000) 1,028,000
Amortization of stock compensation 407,000 34,000 -
Loss (gain) on fixed asset disposals 14,000 (4,000) 158,000
Provision for deferred income taxes 178,000 1,041,000 1,737,000
Decrease (increase) in:
Accounts receivable-net (1,106,000) (43,000) (578,000)
Inventories (4,163,000) 9,484,000 3,838,000
Prepaid expenses and other current assets 374,000 609,000 (1,541,000)
Other assets (21,000) (418,000) (297,000)
Increase (decrease) in:
Accounts payable 144,000 (104,000) 546,000
Warranty kit reserves 1,785,000 294,000 (305,000)
Income taxes payable (1,243,000) 450,000 453,000
Accrued liabilities 2,663,000 1,509,000 290,000
- ------------------------------------------------------------------------------------------------------------------------------------
Total adjustments 6,051,000 19,475,000 11,469,000
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities $17,872,000 $28,456,000 $18,722,000
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental disclosure of noncash investing and financing activities:
In 1994 and 1993, additional common stock was issued upon the conversion of $250,000 and $750,000, respectively, of long-term
debt.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes.

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23

<PAGE>
WYNN'S INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

Basis of presentation-The accompanying consolidated financial statements include
the accounts of Wynn's International, Inc. ("Wynn's" or the "Company") and its
wholly-owned subsidiaries and one majority-owned subsidiary. All significant
intercompany transactions have been eliminated. Certain reclassifications have
been made to the prior years' amounts to conform with the 1994 presentation.

Stock split-The Company effected a 3 for 2 stock split in the third quarter of
1993. All share and per share amounts have been adjusted retroactively (see Note
2).

Cash and cash equivalents-The Company's policy is to invest cash in excess of
operating requirements in short-term interest bearing investments. Cash
equivalents of $13,566,000 in 1994 and $20,661,000 in 1993 include guaranteed
investment contracts, commercial paper, certificates of deposit and money market
accounts which have maturities of three months or less and are stated at cost,
which approximates fair market value.

Concentrations of credit risk-The Company places its temporary cash investments
in high credit quality financial institutions and investment grade short-term
investments and limits the amount of credit exposure to any one entity.
Substantially all of the Company's accounts receivable are due from customers in
the original equipment and aftermarket automotive industries, both in the United
States and internationally. The Company performs periodic credit evaluations of
its customers and generally does not require collateral. The Company does not
believe significant credit risks exist at December 31, 1994 with respect to its
temporary cash investments or accounts receivable.

Inventories-Inventories are stated at the lower of cost (principally first-in,
first-out) or market.

Depreciation-Depreciation and amortization of property, plant and equipment are
calculated principally on a straight-line basis over the estimated useful lives
of the respective assets.

Costs in excess of fair value of net assets of businesses acquired-Costs in
excess of fair value of net assets of businesses acquired are amortized on a
straight-line basis over a period of ten to forty years.

Income taxes-During 1993, the Company adopted Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. The statement requires the use
of an asset and liability approach for reporting income taxes (see Note 5). The
Company provides taxes on the undistributed earnings of all foreign
subsidiaries.

Foreign currency translation-Gains and losses resulting from balance sheet
translation of foreign operations where a foreign currency is the functional
currency are included as a separate component of stockholders' equity. Gains and
losses resulting from balance sheet translation of foreign operations where the
U.S. dollar is the functional currency are included in the determination of net
income.

2. STOCK SPLIT; SHAREHOLDER RIGHTS PLAN
On August 4, 1993, the Board of Directors authorized a 3 for 2 stock split
effected in the form of a stock dividend payable to stockholders of record on
August 26, 1993. All references in the financial statements to average number of
shares outstanding and related prices, per share amounts, convertible note and
stock option plan data have been restated retroactively to reflect the 3 for 2
split.
In 1989, the Board of Directors adopted a Shareholder Rights Plan. The plan
provides for a dividend distribution of rights (the "Rights") with respect to
outstanding shares of Common Stock of the Company issued prior to the earliest
of March 3, 1999, the redemption date of the Rights or certain takeover events.
In the event the Company is acquired under certain circumstances in a merger in
which the Company is not the surviving corporation, the Rights become rights to
purchase the acquiring company's common stock at a 50% discount (the "flip-over
feature"). In the event of certain acquisitions of 25% or more of the Company's
Common Stock, the Rights become rights to purchase the Company's Common Stock at
a 50% discount (the "flip-in feature"). The flip-in feature does not apply to
tender or exchange offers for all outstanding Common Stock determined by
non-management directors of the Company to be fair and in the best interests of
the Company and its stockholders (a "Qualified Offer"). The flip-over feature
does not apply to a merger following a Qualified Offer which provided the same
or a higher value to the remaining stockholders. The Rights may be redeemed by
the Company at a nominal price under certain circumstances. The Rights will
expire on March 3, 1999 or on such later date to which the Rights may be
extended by the Company, unless earlier redeemed.

3. FOREIGN OPERATIONS
Condensed combined financial information of Wynn's foreign subsidiaries
(the operations of which are located in Australia, Belgium, Canada, France,
Germany, Mexico, New Zealand, South Africa, Spain, United Kingdom and Venezuela)
at December 31, 1994 and 1993 and for the three years ended December 31, 1994
before eliminations of intercompany balances and profits and

- --------
24

<PAGE>
WYNN'S INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

any provision for taxes on repatriation of foreign earnings, is as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1994 1993
- --------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C>
Assets:
Current assets $40,432 $39,890
Property, plant and equipment 5,446 5,678
Other noncurrent assets 3,277 3,508
- --------------------------------------------------------------------------------
$49,155 $49,076
- --------------------------------------------------------------------------------
Liabilities and stockholders' equity:
Current liabilities $22,361 $24,949
Long-term debt and deferred
taxes based on income 1,147 914
Stockholders' equity 25,647 23,213
- --------------------------------------------------------------------------------
$49,155 $49,076
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1994 1993 1992
- --------------------------------------------------------------------------------
(IN THOUSANDS)
Net sales $85,945 $92,911 $93,866
- --------------------------------------------------------------------------------
Net income $ 4,135 $ 3,784 $ 3,518
- --------------------------------------------------------------------------------
</TABLE>

Transaction gains and losses resulting from changes in foreign currency
exchange rates have been charged to operations and are immaterial.

4. INVENTORIES
Inventories consist of the following at December 31, 1994 and 1993:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1994 1993
- --------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C>
Finished goods $22,781 $19,929
Raw materials and work in process 19,971 18,895
- --------------------------------------------------------------------------------
$42,752 $38,824
- --------------------------------------------------------------------------------
</TABLE>

5. TAXES BASED ON INCOME
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes, which requires the
use of the liability method of accounting for income taxes rather than the
deferred method previously in effect. Under the liability method, deferred taxes
are recognized for the tax consequences of temporary differences between
financial statement carrying values of existing assets and liabilities and their
related tax bases. As permitted under the new standard, financial statements for
prior years have not been restated. The cumulative effect of the accounting
change was not material.
The provision for taxes based on income consists of the following elements
for the three years ended December 31, 1994 (in thousands):
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Deferred
Liability Method Method
- --------------------------------------------------------------------------------
1994 1993 1992
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $2,486 $1,943 $1,381
State 1,104 940 842
Foreign 3,790 2,906 2,121
- --------------------------------------------------------------------------------
Total current 7,380 5,789 4,344
- --------------------------------------------------------------------------------
Deferred:
Federal 377 190 1,727
State 183 290 121
Foreign (382) 561 (111)
- --------------------------------------------------------------------------------
Total deferred 178 1,041 1,737
- --------------------------------------------------------------------------------
Total $7,558 $6,830 $6,081
- --------------------------------------------------------------------------------
</TABLE>

Pretax income for domestic and foreign operations for the three years ended
December 31, 1994 is as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1994 1993 1992
- --------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C>
Domestic $11,216 $ 7,260 $ 5,711
Foreign 8,163 8,551 7,623
- --------------------------------------------------------------------------------
$19,379 $15,811 $13,334
- --------------------------------------------------------------------------------
</TABLE>

A reconciliation of the statutory federal income tax rate to the effective
tax rate, as a percentage of income before taxes based on income for the three
years ended December 31, 1994, follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1994 1993 1992
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory federal income tax rate 35.0% 34.0% 34.0%
State taxes, net of federal tax benefit 4.3 5.1 4.5
Taxes on unremitted foreign earnings 1.7 3.8 1.5
Foreign earnings taxed at various rates 3.7 3.3 4.9
Foreign tax credits (1.4) (3.9) (3.4)
Other (including valuation
reserves)-net (4.3) 0.9 4.1
- --------------------------------------------------------------------------------
39.0% 43.2% 45.6%
- --------------------------------------------------------------------------------
</TABLE>

At December 31, 1994, the Company had the following carryforwards for tax
purposes available for future utilization with the indicated expiration periods
(in thousands):
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FOREIGN NET TAX
YEAR OPERATING LOSS CREDITS
- --------------------------------------------------------------------------------
<S> <C> <C>
1998 $ - $169
1999 34 224
2002 61 -
2003 38 -
2004 37 -
Unlimited 818 -
- --------------------------------------------------------------------------------
$988 $393
- --------------------------------------------------------------------------------
</TABLE>

--------
25
<PAGE>
WYNN'S INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. TAXES BASED ON INCOME (CONTINUED)
A valuation allowance of $1,651,000 has been recognized to offset
these and other deferred tax assets. The valuation allowance against deferred
tax assets decreased by $527,000 during 1994 due to the realization of tax
attribute carryovers.
Significant components of the Company's deferred tax assets and
liabilities as of December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1994 1993
- --------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C>
Deferred tax liabilities:
Foreign earnings $3,289 $2,933
Accelerated depreciation and amortization 2,081 1,670
Pension plan 979 977
Other 3,530 2,217
- --------------------------------------------------------------------------------
Total deferred tax liabilities 9,879 7,797
- --------------------------------------------------------------------------------
Deferred tax assets:
Accrued expenses 6,918 5,188
Inventory valuation 2,393 2,639
Tax attribute carryovers 1,382 1,649
- --------------------------------------------------------------------------------
Subtotal 10,693 9,476
Valuation allowances (1,651) (2,178)
- --------------------------------------------------------------------------------
Total deferred tax assets 9,042 7,298
- --------------------------------------------------------------------------------
Net deferred taxes $ 837 $ 499
- --------------------------------------------------------------------------------
</TABLE>

The components of the provision for deferred income taxes, using the deferred
method, for the year ended December 31, 1992 are as follows (in thousands):

<TABLE>

<S> <C>
Inventory valuation $ 432
Accelerated depreciation and amortization 95
Accrued expenses 373
Repatriation of foreign earnings (13)
Other-net 850
- --------------------------------------------------------------------------------
$1,737
- --------------------------------------------------------------------------------
</TABLE>

6. LINES OF CREDIT
The Company has two domestic committed unsecured lines of credit for $15.0
million each and various domestic and foreign uncommitted credit lines. The
lines provide for borrowings at interest rates of prime (8.5% at December 31,
1994) and/or various other prevailing rates. The Company also has a $4.0 million
unsecured multicurrency and trade finance line of credit which provides for
standby and commercial letters of credit. At December 31, 1994, $239,000 in
borrowings and one standby letter of credit for $188,000 were outstanding under
these lines of credit. Short-term borrowings are stated at their fair market
value.
In 1994, 1993 and 1992, the average amount of notes payable outstanding
during the year was $602,000, $1,177,000 and $1,744,000, respectively, and the
related average interest rate was 10.4%, 10.5% and 10.3%, respectively. The
weighted average interest rate on notes payable outstanding at December 31, 1994
and 1993 was 6.8% and 7.7%, respectively.

7. LONG-TERM DEBT
Long-term debt consists of the following obligations at December 31, 1994 and
1993:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1994 1993
- --------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C>
To insurance company, due in
annual installments of $7,938,000
each beginning in 1993 through
1996, plus interest at 10.75%,
payable semi-annually $15,876 $23,813
To insurance company, due in
annual installments of $3,125,000
in 1995 and 1996, plus interest at
9%, payable semi-annually 6,250 6,500
Other 983 1,256
- --------------------------------------------------------------------------------
23,109 31,569
Less amount classified as current 8,161 8,180
- --------------------------------------------------------------------------------
$14,948 $23,389
- --------------------------------------------------------------------------------
</TABLE>

The first two of the above obligations are unsecured. The $6,250,000 note due
to the insurance company is convertible into shares of common stock at a rate of
approximately $14.67 per share.
The notes payable to the insurance company contain a prepayment penalty and
require, among other things, that certain working capital and net worth balances
and ratios be maintained. Future declarations of cash dividends will be subject
to these loan requirements. At the present time, Wynn's does not believe that
these requirements will have any impact on the declaration of future dividends.
The Company's policy is to classify the convertible note as long-term since
the Company has the ability under its committed lines of credit, and the intent,
to maintain this obligation for longer than one year in the event the note is
not converted.
The Company estimates that at December 31, 1994 the fair market value of its
long-term debt obligations is $26,479,000. The estimation of fair value is based
upon prevailing interest rates for similar maturities, risk factors and
conversion terms of the obligations.
Maturities of long-term debt due after one year are: 1996-$14,398,000; 1997-
$202,000; and 1998-$348,000.
Interest expense for long-term debt amounted to $2,564,000 for 1994
($3,524,000 for 1993 and $4,289,000 for 1992).

- --------
26

<PAGE>
WYNN'S INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following at December 31, 1994
and 1993:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1994 1993
- --------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C>
Land and land improvements $ 2,487 $ 2,442
Buildings 24,440 21,822
Leasehold improvements 905 940
Equipment, furniture and fixtures 74,032 65,199
- --------------------------------------------------------------------------------
101,864 90,403
Less accumulated depreciation
and amortization (53,672) (49,491)
- --------------------------------------------------------------------------------
$48,192 $40,912
- --------------------------------------------------------------------------------
</TABLE>

9. RETIREMENT PLANS
Wynn's and its domestic subsidiaries have four qualified defined benefit
retirement plans, which cover substantially all of their U.S. employees. One
plan is a compulsory noncontributory defined benefit pension plan that covers
the employees of the parent company and three domestic subsidiaries. Another
plan is a contributory defined benefit plan that covers the salaried employees
of one domestic subsidiary. Two other plans, which were collectively bargained
with the unions, cover hourly employees of one domestic subsidiary.
Substantially all domestic employees are eligible to participate in one of the
plans. Benefits under these plans are based on employees' earnings and length of
service with the Company. The funding policy for these plans is to make the
annual contribution required by applicable regulations, which are intended to
provide only for benefits attributed to service-to-date.
Net periodic pension costs for the three years ended December 31, 1994
included the following components (in thousands):
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1994 1993 1992
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost-benefits earned
during the period $ 859 $ 732 $ 625
Interest cost on projected
benefit obligation 1,286 1,200 1,080
Actual return on assets (262) (1,489) (1,563)
Net amortization and deferral (1,659) (442) (359)
- --------------------------------------------------------------------------------
$ 224 $ 1 $(217)
- --------------------------------------------------------------------------------
</TABLE>

The majority of the pension plans have plan assets that exceed accumulated
benefit obligations. Plan assets include government bonds and securities, money
market accounts, mutual funds, corporate bonds and corporate stocks. The
following table sets forth the plans' funded status and amounts recognized in
the Company's consolidated balance sheets at December 31, 1994 and 1993 for its
U.S. pension plans (in thousands):

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
1994 1993
- -------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of
benefit obligations:
Vested benefit obligation $(12,812) $(13,977)
Accumulated benefit obligation $(13,333) $(14,538)
- --------------------------------------------------------------------------------
Projected benefit obligation $(15,907) $(17,557)
Plan assets at fair market value 19,075 19,910
- --------------------------------------------------------------------------------
Plan assets in excess of projected
benefit obligation 3,168 2,353
Unrecognized transition assets
being amortized over various
periods of time (1,673) (1,995)
Unrecognized prior service cost 1,294 1,441
Unrecognized net (gain) loss (429) 638
- --------------------------------------------------------------------------------
Prepaid pension cost $ 2,360 $ 2,437
- --------------------------------------------------------------------------------
</TABLE>

Assumptions used as of December 31, 1994, 1993 and 1992 were:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1994 1993 1992
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Discount or settlement rate 8.5% 7.5% 8.5%
Rate of increase in
compensation level 5.5% 5.0% 5.5%
Expected long-term rate
of return on assets 9.0% 9.0% 9.0%
- -------------------------------------------------------------------------------
</TABLE>

Non-U.S. employees are generally enrolled in pension plans in their country
of domicile. The effect of the Company's foreign plans is considered to be
immaterial and has not been included in the above tables. Applicable expenses
for these plans have been included in consolidated net income. The Company
believes that these plans are adequately funded in accordance with local
actuarial principles and laws.
In July 1993, the Company established a defined contribution plan for all
full-time U.S. based employees with at least 12 months of consecutive service.
Eligible employees are entitled to contribute from 1% to 10% of their base pay
into an investment trust, and the Company matches, at the rate of $.50 for each
$1.00 contributed, up to 3% of the employee's base pay. In addition, eligible
employees at December 31 each year receive an additional 1% of their base pay
contributed by the Company into the plan. The Company's total contribution into
this plan for 1994 and 1993 was $488,000 and $352,000, respectively.
Prior to July 1993, the Company had a savings and investment plan for
eligible domestic employees of the parent Company and three subsidiaries, who
met certain eligibility requirements as defined in the plan. This plan was
terminated in 1993 and all funds in this investment trust were either
distributed to the employee or rolled over into the new defined contribution
plan. Company contributions amounted to $40,000 in 1993 and $53,000 in 1992.
The Company provides postretirement medical benefits for certain retired
employees at the U.S. operations

--------
27
<PAGE>
WYNN'S INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. RETIREMENT PLANS (CONTINUED)
of Wynn's-Precision, Inc. In 1993, the Company adopted Statement of Financial
Accounting Standards No. 106, Employers' Accounting for Postretirement Benefits
Other Than Pensions. At January 1, 1993, the accumulated postretirement benefit
obligation (before tax benefit) was $3.2 million, which the Company elected to
amortize over 20 years as part of the annual benefit cost. The net periodic
postretirement benefit costs were $281,000 in 1994 ($426,000 in 1993). In 1992,
the Company accounted for such costs on a pay-as-you-go method, and the cost was
$120,000. The Company does not prefund this benefit program. The following table
sets forth the program's status and amounts recognized in the Company's
consolidated balance sheets at December 31, 1994 and 1993 (in thousands):
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C>
Unfunded accumulated post-
retirement benefit obligation $(1,663) $(2,513)
Unrecognized net gain (resulting
from reduction in estimated
health care cost trend rates) (1,661) (811)
Unrecognized net transition obligation 2,879 3,039
- --------------------------------------------------------------------------------
Accrued postretirement benefit cost $ (445) $ (285)
- -------------------------------------------------------------------------------
</TABLE>

10. COMMITMENTS
Wynn's rents certain facilities and equipment under various noncancellable
operating leases. Rental commitments under these leases, exclusive of property
taxes and insurance, are as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
YEAR (IN THOUSANDS)
- --------------------------------------------------------------------------------
<S> <C>
1995 $2,074
1996 1,249
1997 863
1998 316
1999 226
2000 and after 300
- --------------------------------------------------------------------------------
Total $5,028
- --------------------------------------------------------------------------------
</TABLE>

Rental expenses for all operating leases were $3,451,000 in 1994 ($3,977,000
in 1993 and $4,245,000 in 1992).

11. CONTINGENCIES
Various claims and actions, considered normal to the Company's business,
have been asserted and are pending against the Company and its subsidiaries. The
Company believes that such claims and actions should not have any material
adverse effect upon the results of operations or the financial position of the
Company based upon information presently known to the Company.
The Company is also involved in certain proceedings and potential proceedings
relating to environmental matters. At December 31, 1994, the Company had
consolidated accrued reserves of approximately $3.4 million relating to
environmental matters. Because of the uncertainties associated with
environmental assessment and remediation activities, it is difficult to
determine the ultimate liability of the Company related to these environmental
matters. However, based upon information presently known to the Company, the
Company believes that any liability that may result from these matters that is
in excess of the accrued reserves should not materially affect the Company's
financial position.

12. STOCK PLANS
The Company has two stock-based plans pursuant to which current grants of
options to purchase Common Stock of Wynn's may be made. The Stock-Based
Incentive Award Plan ("1989 Plan") authorizes the grant of nonqualified stock
options, incentive stock options, stock appreciation rights, restricted stock
and performance shares to officers and key employees of the Company. The
Non-Employee Directors' Stock Option Plan ("1994 Plan") provides for the grant
of nonqualified stock options to non-employee directors of the Company. In
addition, the 1982 Incentive Stock Option Plan ("1982 Plan"), which expired in
April 1992, authorized the grant of incentive stock options. Under the 1982
Plan, the aggregate number of options granted could not exceed 300,000 shares.
Under the 1989 and 1994 Plans, the aggregate number of stock related awards may
not exceed 537,500 shares. All options granted under the three plans have been
made at prices not less than 100 percent of the fair market value of the stock
at the date of grant. Options granted under the three plans are exercisable at
various dates over a ten-year period. However, under the three plans, no options
may be exercised until at least one year after the date of grant. During 1993
and 1992, 60,000 and 4,500 shares, respectively, of restricted stock were
awarded under the 1989 Plan. The 1993 restricted stock award vests in equal
installments at each anniversary date over a three-year period; the 1992 awards
vested at the one year anniversary. Recipients of restricted stock grants are
entitled to cash dividends and voting rights on their respective shares.
Restrictions limit the sale or transfer of shares during the vesting period.
Unearned compensation of $1,222,000 was recorded at the date of the award in
1993 based on the market value of shares. Unearned compensation, which is shown
as a separate component of stockholders' equity, is being amortized to expense
over the three-year vesting period. During 1994 $407,000 was recorded as expense
($34,000 in 1993). During 1994, 18,900 performance shares were granted under the
1989 Plan in connection with stock options granted to officers and other key
employees. At December 31, 1994, 17,900 performance shares were outstanding. No
stock apprecia-

- --------
28

<PAGE>
WYNN'S INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

tion rights were outstanding at December 31, 1994. The following tabulation
summarizes certain information related to options for common stock:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1994 1993 1992
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Outstanding options
at beginning of year 396,550 345,000 360,750
Granted 108,500 68,250 13,500
Surrendered, forfeited
or expired (22,175) (3,300) (18,525)
Exercised (24,325) (13,400) (10,725)
- --------------------------------------------------------------------------------
Outstanding options
at end of year 458,550 396,550 345,000
- --------------------------------------------------------------------------------
Average price of options
exercised during
the year $14.31 $15.76 $13.74
At the end of the year:
Prices of outstanding
options $11.17 $11.17 $11.17
to to to
$21.25 $20.67 $18.17
Average per share $15.94 $14.67 $13.57
Exercisable options 333,450 310,075 295,950
Options available for
future grants 122,850 181,575 156,525
</TABLE>

13. EARNINGS PER SHARE
Primary earnings per share is computed by dividing net income by the
weighted average number of shares outstanding during the year. In 1994 and 1993,
primary earnings per share assumes the exercise of stock options. In 1992
primary earnings per share did not assume the exercise of stock options as the
effect from exercise was immaterial. Fully diluted earnings per share is
calculated by dividing net income adjusted for the interest on the convertible
debt by the weighted average number of fully diluted shares outstanding during
the year, and assumes the conversion of the convertible debt and the exercise of
stock options (see Note 2 for a discussion of the stock split effected in 1993).
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1994 1993 1992
- --------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
Net income $11,821 $8,981 $7,253
Net interest expense from
convertible notes 367 406 425
- --------------------------------------------------------------------------------
Net earnings for
purposes of full dilution $12,188 $9,387 $7,678
- --------------------------------------------------------------------------------
Net earnings per common share:
Primary $2.08 $1.62 $1.34
Assuming full dilution $1.99 $1.56 $1.29
Weighted average shares
outstanding:
Primary 5,694 5,547 5,396
Assuming full dilution 6,129 6,032 5,975
- --------------------------------------------------------------------------------
</TABLE>

14. BUSINESS SEGMENT AND GEOGRAPHICAL INFORMATION
Wynn's operations are principally in three industry segments: Automotive
Components, Specialty Chemicals and Builders Hardware. Operations in the
Automotive Components industry involve the manufacturing and marketing of
O-rings and other static and dynamic seals principally for the automotive
industry; and the manufacturing and marketing of automotive air conditioners and
related replacement parts, sold for original equipment and aftermarket
installation by manufacturers, distributors and dealers, on international,
national and local levels. Operations in the Specialty Chemicals industry
involve the development, production and marketing of a wide variety of car care
products, automotive chemicals for the consumer, specialty chemicals and
equipment for professional automotive service centers and product warranty
programs for automotive dealerships, as well as industrial coolants, specialty
fluids and cutting fluids used in metal-working. Product sales in the Specialty
Chemicals Division are made primarily through domestic and foreign distributors.
Operations in the Builders Hardware industry involve the distribution of
builders hardware products, locksmith supplies and security locks from
manufacturers to retail outlets in southern California, Arizona and Nevada.
Industry segment net sales include sales to unaffiliated customers. There
were no material industry intersegment sales in 1994, 1993 or 1992. In 1991 and
1990, intersegment sales represent sales of refrigerant recovery units from the
Automotive Components Division to the Specialty Chemicals Division. Intercompany
sales are recorded at prices mutually agreed upon by the respective affiliates
and approximate fair market value.
Operating profit (loss) from segments represents net sales less operating
expenses before income taxes. Corporate expenses include normal corporate items
and expenses for environmental matters.
Identifiable assets are those assets of Wynn's that are used in the
operations of each industry segment. Corporate assets are principally cash and
cash equivalents, prepaid expenses and other receivables. Intercompany loans and
advances and the related accrued interest thereon are excluded from identifiable
assets.
Sales to the largest customer of the Automotive Components segment were 10.3
percent of consolidated net sales during 1994 (12.3 percent in 1993 and 16.7
percent in 1992).

--------
29

<PAGE>

WYNN'S INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. BUSINESS SEGMENT AND GEOGRAPHICAL INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
SUMMARY BY INDUSTRY SEGMENTS YEAR ENDED DECEMBER 31
- ------------------------------------------------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990
- ------------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net sales
Automotive Components $176,346 $181,478 $185,947 $172,836 $180,444
Specialty Chemicals 110,867 98,318 99,622 94,639 99,075
Builders Hardware 5,438 5,161 6,219 8,403 7,551
Intersegment sales - - - (1,915) (1,947)
- ------------------------------------------------------------------------------------------------------------------------------------
Total net sales $292,651 $284,957 $291,788 $273,963 $285,123
- ------------------------------------------------------------------------------------------------------------------------------------
Operating profit (loss)
Automotive Components $ 18,566 $ 16,643 $ 15,265 $(12,813)(a) $ 10,570
Specialty Chemicals 9,564 7,046 6,636 6,964 10,330
Builders Hardware 392 193 422 507 650
- ------------------------------------------------------------------------------------------------------------------------------------
Total operating profit (loss) of segments 28,522 23,882 22,323 (5,342) 21,550
Corporate expenses (6,475) (4,575) (4,155) (3,591) (3,174)
Corporate interest income 320 366 239 194 409
Interest expense (2,988) (3,862) (5,073) (5,179) (5,819)
- ------------------------------------------------------------------------------------------------------------------------------------
Income (loss) before taxes
based on income $ 19,379 $ 15,811 $ 13,334 $(13,918) $ 12,966
- ------------------------------------------------------------------------------------------------------------------------------------
Identifiable assets
Automotive Components $104,681 $ 95,069 $100,901 $106,135 $124,577
Specialty Chemicals 53,837 49,371 53,886 50,477 52,678
Builders Hardware 2,850 2,570 3,340 4,119 4,824
- ------------------------------------------------------------------------------------------------------------------------------------
Identifiable assets of segments 161,368 147,010 158,127 160,731 182,079
Corporate assets 15,104 20,789 12,589 4,891 5,686
- ------------------------------------------------------------------------------------------------------------------------------------
Total assets $176,472 $167,799 $170,716 $165,622 $187,765
- ------------------------------------------------------------------------------------------------------------------------------------
Depreciation and amortization
Automotive Components $ 5,064 $ 4,930 $ 4,380 $ 5,896 $ 6,881
Specialty Chemicals 1,679 1,656 1,688 1,522 1,501
Builders Hardware 37 40 30 58 42
Corporate 31 36 42 45 42
- ------------------------------------------------------------------------------------------------------------------------------------
Total depreciation and amortization $ 6,811 $ 6,662 $ 6,140 $ 7,521 $ 8,466
- ------------------------------------------------------------------------------------------------------------------------------------
Capital expenditures
Automotive Components $ 11,990 $ 9,070 $ 4,829 $ 3,163 $ 4,942
Specialty Chemicals 1,759 921 1,678 978 3,248
Builders Hardware - - - - 17
Corporate 37 17 25 15 56
- ------------------------------------------------------------------------------------------------------------------------------------
Total capital expenditures $ 13,786 $ 10,008 $ 6,532 $ 4,156 $ 8,263
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(a) Includes $20.7 million restructuring charge in 1991.
</TABLE>

- ---------
30

<PAGE>

WYNN'S INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. BUSINESS SEGMENT AND GEOGRAPHICAL INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
SUMMARY BY GEOGRAPHICAL AREAS YEAR ENDED DECEMBER 31
- ------------------------------------------------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990
- ------------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net sales
United States:
Sales to unafilliated customers $206,706 $192,046 $197,922 $192,580 $206,162
Intercompany sales between
geographical areas 5,236 12,181 10,629 6,907 3,331
Europe:
Sales to unaffiliated customers 52,510 61,276 63,495 51,915 46,844
Intercompany sales between
geographical areas 594 376 330 199 70
Other foreign:
Sales to unaffiliated customers 33,435 31,635 30,371 29,468 32,117
Intercompany sales between
geographical areas 1,239 832 465 265 300
Eliminate intercompany sales (7,069) (13,389) (11,424) (7,371) (3,701)
- ------------------------------------------------------------------------------------------------------------------------------------
Total net sales $292,651 $284,957 $291,788 $273,963 $285,123
- ------------------------------------------------------------------------------------------------------------------------------------
Operating profit (loss)
United States $ 20,203 $ 14,908 $ 13,982 $(14,255)(a) $ 10,424
Europe 3,856 5,082 5,945 6,377 7,617
Other foreign 4,511 3,799 2,516 2,564 3,509
Eliminate change during year in
intercompany profit in inventories (48) 93 (120) (28) -
- ------------------------------------------------------------------------------------------------------------------------------------
Total operating profit (loss) of segments 28,522 23,882 22,323 (5,342) 21,550
Corporate expenses (6,475) (4,575) (4,155) (3,591) (3,174)
Corporate interest income 320 366 239 194 409
Interest expense (2,988) (3,862) (5,073) (5,179) (5,819)
- ------------------------------------------------------------------------------------------------------------------------------------
Income (loss) before taxes
based on income $ 19,379 $ 15,811 $ 13,334 $(13,918) $ 12,966
- ------------------------------------------------------------------------------------------------------------------------------------
Identifiable assets
United States $118,237 $107,283 $114,306 $121,441 $144,982
Europe 30,951 31,290 35,115 29,365 25,752
Other foreign 15,214 13,576 13,883 13,391 14,272
Eliminate intercompany profit in inventory
and intercompany trade accounts receivable (3,034) (5,139) (5,177) (3,466) (2,927)
- ------------------------------------------------------------------------------------------------------------------------------------
Identifiable assets of segments 161,368 147,010 158,127 160,731 182,079
Corporate assets 15,104 20,789 12,589 4,891 5,686
- ------------------------------------------------------------------------------------------------------------------------------------
Total assets $176,472 $167,799 $170,716 $165,622 $187,765
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(a) Includes $20.7 million restructuring charge in 1991.

</TABLE>

---------
31

<PAGE>

WYNN'S INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. QUARTERLY INFORMATION (UNAUDITED)
Quarterly information is as follows (in thousands, except per share
amounts):
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
FIRST SECOND THIRD FOURTH TOTAL
QUARTER QUARTER QUARTER QUARTER YEAR
- ------------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $76,783 $76,865 $72,216 $66,787 $292,651
Gross profit 25,739 26,117 25,285 24,928 102,069
Net income 2,701 3,358 3,043 2,719 11,821
Earnings per share:
Primary $.48 $.59 $.53 $.48 $2.08
Fully diluted $.46 $.56 $.51 $.46 $1.99
- ------------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $70,508 $71,320 $73,193 $69,936 $284,957
Gross profit 23,599 24,161 23,712 23,459 94,931
Net income 1,867 2,409 2,479 2,226 8,981
Earnings per share:
Primary $.34 $.44 $.45 $.40 $1.62
Fully diluted $.33 $.42 $.43 $.38 $1.56
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The above tables reflect retroactively the 3 for 2 stock split effected in 1993
(see Note 2).

The total of the quarterly per share primary earnings in 1993 does not equal the
total earnings per share for the year because the calculations are based on the
weighted average number of shares outstanding during the period.

CASH DIVIDENDS AND
COMMON STOCK PRICE PER SHARE: 1993-1994

The cash dividends and the high and low sales prices of the Company's Common
Stock for the past two years are shown in the following table and reflect the 3
for 2 stock split effected in 1993:

<TABLE>
<CAPTION>
1993 1994
-------------------------------------------------------------------------------------------------------------------------
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER 1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
-------------------------------------------------------------------------------------------------------------------------
DIVIDENDS PER SHARE
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$.10 $.10 $.11 $.11 $.11 $.11 $.11 $.11
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
SALES PRICE
-------------------------------------------------------------------------------------------------------------------------
[A BAR GRAPH DEPICTS THE FOLLOWING SALES PRICES]
<S> <C> <C> <C> <C> <C> <C> <C> <C>
HIGH 21 7/8 23 3/4 22 1/4 22 1/2 22 3/8 22 3/4 22 7/8 24
LOW 17 3/8 16 5/8 18 1/4 17 3/4 18 1/4 18 1/2 20 1/8 20 1/2
</TABLE>

- --------
32

<PAGE>

NUMBER OF STOCKHOLDERS
There were 412 stockholders of record at March 2, 1995.

STOCK EXCHANGE LISTING
New York Stock Exchange
Ticker Symbol: WN

------
33

<PAGE>

EXHIBIT 21

WYNN'S INTERNATIONAL, INC.

SUBSIDIARIES OF REGISTRANT

<TABLE>
<CAPTION>
State or other
jurisdiction of
Name incorporation
---- -------------
<S> <C>
Wynn Oil Company . . . . . . . . . . . . . . . . . . . California
Wynn's Sales Corporation . . . . . . . . . . . . . . California
Wynn Marketing Company . . . . . . . . . . . . . . . California
Wynn's Australia Pty. Limited. . . . . . . . . . . . Australia
Wynn's Belgium N.V.. . . . . . . . . . . . . . . . . Belgium
Wynn's Canada, Ltd.. . . . . . . . . . . . . . . . . Canada
Wynn's Deutschland GmbH. . . . . . . . . . . . . . . Germany
Wynn's Espana, S.A.. . . . . . . . . . . . . . . . . Spain
Wynn's France, S.A.. . . . . . . . . . . . . . . . . France
Wynn's Automotive France. . . . . . . . . . . . . . France
Wynn's Automotive France Professional . . . . . . . France
Wynn's Industrie. . . . . . . . . . . . . . . . . . France
Wynn's Friction Proofing Mexico S.A. de C.V. . . . . Mexico
Wynn Oil (N.Z.) Limited. . . . . . . . . . . . . . . New Zealand
Wynn Oil (South Africa) (Pty) Limited. . . . . . . . South Africa
Wynn Oil (U.K.) Limited. . . . . . . . . . . . . . . England
Wynn Oil Venezuela, S.A. . . . . . . . . . . . . . . Venezuela
Wynn's Export, Inc.. . . . . . . . . . . . . . . . . . U.S. Virgin Islands
Alkid Corporation. . . . . . . . . . . . . . . . . . . California
Robert Skeels & Company. . . . . . . . . . . . . . . . California
Wynn's Climate Systems, Inc. . . . . . . . . . . . . . Texas
Lone Star Manufacturing Co., Inc. . . . . . . . . . Texas
Wynn's Climate Equipment Company. . . . . . . . . . Texas
Wynn's (UK) Limited. . . . . . . . . . . . . . . . . . England
Wynn's Fluid Power, Inc. . . . . . . . . . . . . . . . Delaware
Wynn's-Precision, Inc. . . . . . . . . . . . . . . . Delaware
PRPC, Inc.. . . . . . . . . . . . . . . . . . . . . Tennessee
Wynn's-Precision Canada Ltd.. . . . . . . . . . . . Canada
Wynn's-Precision (U.K.) Ltd. . . . . . . . . . . . England
PRP Seals, Ltd.. . . . . . . . . . . . . . . . . . Canada
Dynamic Seals, Inc.. . . . . . . . . . . . . . . . . Delaware
</TABLE>

Except for Wynn Oil Venezuela, S.A., all of the above-named subsidiaries
are 100% owned by Registrant. Wynn Oil Venezuela, S.A. is 51% owned by
Registrant.

<PAGE>
EXHIBIT 23

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Annual Report (Form
10-K) of Wynn's International, Inc. of our report dated January 27, 1995,
included in the 1994 Annual Report to Stockholders of Wynn's International, Inc.

Our audits also included the financial statement schedules of Wynn's
International, Inc. listed in Item 14(a). These schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, the financial statement schedules
referred to above, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.

We also consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 2-68157) pertaining to the Amended and Restated 1980
Stock Option and Appreciation Rights Plan and the 1982 Incentive Stock Option
Plan of Wynn's International, Inc., the Registration Statements (Form S-8 Nos.
33-30296 and 33-64090) pertaining to the Wynn's International, Inc. Stock-Based
Incentive Award Plan, the Registration Statement (Form S-8 No. 33-53917)
pertaining to the Wynn's International, Inc. Non-Employee Directors' Stock
Option Plan, the Registration Statement (Form S-8 No. 33-53921) pertaining to
the Wynn's International, Inc. Employee Stock Purchase Plan, and in the related
Prospectuses of our report dated January 27, 1995, with respect to the
consolidated financial statements incorporated herein by reference, and our
report included in the preceding paragraph with respect to the financial
statement schedules included in the Annual Report (Form 10-K) of Wynn's
International, Inc.

ERNST & YOUNG LLP

Los Angeles, California
March 28, 1995

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS CONTAINED IN FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 16,446
<SECURITIES> 0
<RECEIVABLES> 49,335
<ALLOWANCES> 1,835
<INVENTORY> 42,752
<CURRENT-ASSETS> 120,000
<PP&E> 101,864
<DEPRECIATION> 53,672
<TOTAL-ASSETS> 176,472
<CURRENT-LIABILITIES> 59,167
<BONDS> 14,948
<COMMON> 5,919
0
0
<OTHER-SE> 89,521
<TOTAL-LIABILITY-AND-EQUITY> 176,472
<SALES> 292,651
<TOTAL-REVENUES> 293,277
<CGS> 190,582
<TOTAL-COSTS> 190,582
<OTHER-EXPENSES> 80,120
<LOSS-PROVISION> 208
<INTEREST-EXPENSE> 2,988
<INCOME-PRETAX> 19,379
<INCOME-TAX> 7,558
<INCOME-CONTINUING> 11,821
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,821
<EPS-PRIMARY> 2.08
<EPS-DILUTED> 1.99

</TABLE>