WYNNS INTERNATIONAL INC, 10-K405, 1996-03-28

WYNNS INTERNATIONAL INC
10-K405, 1996-03-28
GASKETS, PACKG & SEALG DEVICES & RUBBER & PLASTICS HOSE

Previous: WRIGLEY WILLIAM JR CO, 10-K, 1996-03-28

Next: WYNNS INTERNATIONAL INC, DEF 14A, 1996-03-28

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________

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, 1995;
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 __________________________

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:

Title of Each Class Name of Each Exchange on Which Registered
- ------------------------------------ -----------------------------------------
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 $198,501,267 as of March 13, 1996. 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 13, 1996, Registrant had 9,082,398 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, 1995. Part III incorporates
information by reference from the Proxy Statement for the Annual Meeting of
Stockholders to be held on May 8, 1996.

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 ]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

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-Registered
Trademark-. Specialty chemical products and automotive service equipment are
marketed under various trademarks, including WYNN'S-Registered Trademark-,
FRICTION PROOFING-Registered Trademark-, X-TEND-Registered Trademark-, SPIT
FIRE-Registered Trademark-, DU-ALL-Registered Trademark- and TRANSERVE-TM-.

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, 1995 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, 1995 (the "1995
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 1995, sales of the Automotive Components Division were
$166,012,000, or 55% of the Company's total net sales, as compared with
$176,346,000 and 60% in 1994. The operating profit of the division in 1995
was $19,872,000, or 61% of the Company's total operating profit, as compared
with $18,566,000 and 65% in 1994. 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 1995 Annual Report, which are hereby incorporated by
reference. See also "Other Factors Affecting the Business."

<PAGE>

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 sealing 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, off-highway vehicles,
fluid handling equipment, aircraft/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
1995, Precision continued to invest 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 1995 and
are expected to continue to be available in 1996.

<PAGE>

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 discontinued the manufacture of such
equipment in April 1995. Wynn's Climate Systems also operates ten
installation centers in Arizona, California, Colorado and North Carolina 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. In addition, through its installation centers,
Wynn's Climate Systems sells air conditioning systems and accessories to
automobile dealers and retail customers.

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.

SPECIALTY CHEMICALS

The Specialty Chemicals Division consists of Wynn Oil Company and
its subsidiaries ("Wynn Oil"). During 1995, net sales at Wynn Oil were
$132,173,000, or 43% of the Company's total net sales, as compared to
$110,867,000 and 38% for 1994. The operating profit of the division during
1995 was $12,426,000, or 38% of the Company's total operating profit,
compared with $9,564,000 and 34% for 1994. 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 1995 Annual Report, which are hereby incorporated by
reference. See also "Other Factors Affecting the Business."

<PAGE>

PRODUCTS

The principal business of Wynn Oil is the development, manufacture
and marketing of a wide variety of specialty chemical car care products and
related service programs under the WYNN'S-Registered Trademark- and
X-TEND-Registered Trademark- 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-Registered Trademark- antifreeze power drain and fill and
recycling system, which is a portable machine used in conjunction with
proprietary chemicals to service a vehicle's cooling system and recycle the
used antifreeze. The DU-ALL-Registered Trademark- system has been approved
by General Motors and Chrysler. In December 1995, Wynn Oil launched the sale
of its TRANSERVE-TM- transmission flush and fill system, which is a portable
machine used in conjunction with proprietary chemicals to flush and refill
the transmission fluid in a vehicle. 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, consists of kits containing a
specially formulated line of automotive additive products, accompanied by a
special product warranty. The warranty kits are sold through distributors,
sales representatives 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 are 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
primarily through independent distributors, sales representatives and
warehouse distributors, and also through mass merchandisers and chain stores.
Wynn Oil also uses internal sales management in the sale and distribution of
its products. Foreign sales are made principally through wholly-owned
subsidiaries, which sell primarily through independent distributors or
manufacturers' representative organizations, with a direct sales force in
France. Wynn Oil also engages in direct export sales from the U.S. to
independent distributors in Asia and Latin America, and from Belgium to
independent distributors in Scandinavia, Europe, North Africa, the Middle
East and former republics of the USSR. See "Other Factors Affecting the
Business."

<PAGE>

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 contract suppliers according to Wynn Oil's
specifications and 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 1995 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
lock sets and locksmith supplies. During 1995, Skeels' net sales were
$5,602,000, or 2% of the Company's total net sales, as compared with
$5,438,000 and 2% for 1994. The operating profit of the division during 1995
was $297,000, or 1% of the Company's total operating profit, compared with
$392,000 and 1% for 1994. 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 1995 Annual Report, which are hereby incorporated by
reference.

Skeels' main facility is located in Compton, California. In
addition, Skeels has a leased satellite sales facility located in Fullerton,
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. 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

<PAGE>

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
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 1995, Precision invested
approximately $5 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 of which competitors 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 Systems' 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 and car manufacturers market private label brands
of specialty chemical products. Wynn Oil's DU-ALL-Registered Trademark-
antifreeze recycling equipment and chemicals compete against other antifreeze
recycling processes, some of which also have been approved by General Motors
and Chrysler. Similarly, Wynn Oil's TRANSERVE-TM- transmission fluid flush
and fill equipment and chemicals compete against other transmission flush
equipment. 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 10.1% of the total
net sales of the Company in 1995. No other customer represented more than
10% of total net sales of the Company in 1995.

GOVERNMENT REGULATIONS

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

<PAGE>

Wynn Oil markets the Wynn's Product Warranty program in
approximately forty-four states in the U.S. and also in 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 program 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. Over the past few years, sales of the Wynn's Product Warranty have
become an increasingly important element of Wynn Oil's domestic business.

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. At December 31, 1995, the Company had
consolidated accrued reserves of approximately $4.8 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 or annual results of
operations or cash flows. See Note 11 of "Notes to Consolidated Financial
Statements" on page 28 of the 1995 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

<PAGE>

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. During 1995, the RWQCB sent letters to Wynn Oil and
certain other facilities in the general area asking them to submit
remedial action plans for vadose zone remediation at their respective
facilities. In December 1995, Wynn Oil's consultants responded to the
RWQCB stating that such remediation was neither warranted nor cost
effective at the Azusa Facility. 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.

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. Wynn Oil has joined with approximately
ten other companies, each of which has been identified as a PRP in EPA
General Notice letters, to form the BPOU Steering Committee ("Steering
Committee"). 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. This
approach is generally known as the "Consensus Plan." If agreement is
reached among these entities, the PRP costs of implementing the ROD
reportedly could be reduced to approximately $35 million, excluding any
of EPA's past costs. However, no assurance can be given that such
agreements will be reached or the Consensus Plan will be implemented.

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"). The
Steering Committee members have funded the costs of the Pre-Design Work
on an interim basis subject to reallocation among all of the PRPs which
ultimately share the costs of implementing the ROD. The cost of the
Pre-Design Work paid by the Steering Committee members was approximately
$2 million. 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. 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.

The Steering Committee has begun the process of allocating among
its members the cost for implementing the ROD. There is no assurance
that a negotiated allocation of responsibility will be reached. Wynn
Oil's ultimate share of the total remedial costs cannot be estimated
with certainty at this time. In establishing appropriate reserves for
this matter, Registrant has assumed

<PAGE>

that the total PRP costs of implementing the ROD plus the Steering
Committee's share of EPA's past costs, if any, will be in the range of
$30 to $40 million.

(b) 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
clean-up. 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, 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.
After the Wynn's parties were served with the lawsuit in June 1995, the
parties filed various cross claims and counter claims against each
other. In September 1995, all parties met to review the possibility of
an early settlement. As a result of this meeting, the Wynn's parties
and the Property Owner agreed to fund equally a joint investigation of
the site, with each party being responsible for half of the cost of the
investigation. In exchange, the Property Owner stayed the litigation
pending completion of the joint investigation. As of March 13, 1996,
the Company had not received the results of the investigation. The
Company does not know the extent of the contamination or the estimated
cost of cleanup at this site.

(c) 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 voluntarily conducted additional investigation activities at this
facility. Wynn's Climate Systems ceased leasing this facility at the
end of 1994. Since the expiration of the lease, Wynn's Climate Systems
has been attempting to obtain written consent from the property owner to
gain access to the facility for purposes of continuing the additional
investigation. As of March 13, 1996, Wynn's Climate Systems had not yet
obtained such consent and had so informed the TNRCC.

(d) 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

<PAGE>

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 1996, approximately 85 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. No significant developments occurred in
1995. As of March 1996, 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%).

The foregoing "Environmental Matters" section and Note 11 of "Notes
to Consolidated Financial Statements" on page 28 of the 1995 Annual
Report (which is incorporated by reference herein) contain various
"forward looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which represent the Company's
expectations or beliefs concerning future events, including statements
regarding estimates of the Company's liabilities associated with
identified environmental matters and the likelihood that any liability
in excess of reserves for such matters will not materially affect the
Company's financial position or annual results of operations or cash
flows. The Company cautions that these statements are further qualified
by important factors that could cause actual results to differ
materially from those in the forward looking statements, including,
without limitation, the following: (i) the actual nature and extent of
the contamination, (ii) the remedial action selected, (iii) the cleanup
level required, (iv) changes in regulatory requirements, (v) with
respect to the San Gabriel Valley Superfund Sites, the PRP costs of
implementing the ROD and the amount of EPA past costs required to be
paid by the PRPs, (vi) the ability of other responsible parties, if any,
to pay their respective shares, and (vii) any insurance recoveries.
Results actually achieved thus may differ materially from expected
results included in these and any other forward looking statements
contained herein.

FOREIGN CURRENCY FLUCTUATIONS

In 1995, the United States dollar generally decreased in value
compared to 1994 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 the same as in 1994. In 1995, the Equity Adjustment from Foreign
Currency Translation account on the Consolidated Balance Sheet increased by
$1,068,000, which caused a corresponding increase in Total Stockholders'
Equity. See "Foreign Operations."

<PAGE>

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. In 1995, the
Court of Appeals determined that the District Court had erred in part in
determining the damage award and remanded the case to the District Court for
a final determination of the damage award. The District Court subsequently
awarded Wynn Oil damages and attorneys' fees of approximately $1.8 million.
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 design sealing solutions, 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.

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.

<PAGE>

FOREIGN OPERATIONS

The following table shows sales to foreign customers for the years
1995, 1994 and 1993:

1995 1994 1993
------------ ----------- ------------
<S> <C> <C> <C>

Total Sales Outside the United States: $110,629,000 $99,133,000 $102,907,000
Percent of Net Sales 36.4% 33.9% 36.1%
Sales by Foreign Subsidiaries $98,444,000 $85,945,000 $92,911,000
Percent of Net Sales 32.4% 29.4% 32.6%
Export sales by Domestic Subsidiaries $12,185,000 $13,188,000 $9,996,000
Percent of Net Sales 4.0% 4.5% 3.5%
</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 page 25 and 29 through 31,
respectively, of the 1995 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, 1995, the Company had 2,023 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 1998.
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.

<PAGE>

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 1999.

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 66

Seymour A. Schlosser Vice President-Finance and Chief 1989 50
Financial Officer

Gregg M. Gibbons Vice President-Corporate Affairs, 1986 43
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, as of March 13, 1996:

<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 1998 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

Wyoming, Michigan Lease 2,000 1997 Warehouse

Golden Valley, Minnesota Lease 3,800 1996 Warehouse

Charlotte, North Carolina Lease 3,675 1999 Warehouse

West Seneca, New York Lease 2,934 2000 Warehouse

Dayton, Ohio Lease 6,193 1998 Warehouse

</TABLE>

<PAGE>

Indianapolis, Indiana Lease 1,800 1996 Warehouse

Fort Worth, Texas Lease 3,600 1998 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 1996 Warehouse

Calgary, Alberta, Canada Lease 1,600 1998 Warehouse

Aldershot, England Lease 2,300 1996 Warehouse,
Administrative

DYNAMIC SEALS, INC.

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

Houston, Texas Lease 14,000 1997 Manufacturing,
Warehouse,
Administrative

Houston, Texas Lease 14,000 1997 Warehouse,
Administrative

</TABLE>

<PAGE>

DOMESTIC

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

Madison Heights, Michigan Lease 1,000 Month-to- Administrative
Month

Bensenville, Illinois Lease 4,165 1997 Warehouse

Englewood, Colorado Lease 12,000 2000 Service Center

Northglenn, Colorado Lease 7,680 2000 Service Center

Colorado Springs, Colorado Lease 6,600 1997 Service Center

Phoenix, Arizona Lease 17,000 1997 Service Center

Mesa, Arizona Lease 4,400 Month-to- Service Center
Month

Glendale, Arizona Lease 3,600 1997 Service Center

Yuma, Arizona Lease 4,800 1999 Service Center

Scottsdale, Arizona Lease 3,881 1996 Service Center

Charlotte, North Carolina Lease 3,000 2000 Service Center

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

FOREIGN

Tamworth, Staffordshire, England Lease 14,000 1998 Manufacturing,
Warehouse,
Administrative
</TABLE>

<PAGE>

WYNN OIL COMPANY

DOMESTIC

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

FOREIGN

Frenchs Forest, New South Wales, Australia Lease 24,224 2000 Warehouse,
Administrative

Carrington, New South Wales, Australia Lease 13,175 1996 Warehouse,
Administrative

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

Mississauga, Ontario, Canada Lease 32,798 2001 Warehouse,
Administrative

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

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

Mississauga, Ontario, Canada Lease 2,689 1996 Warehouse,
Administrative

Reading, Berkshire, England Lease 3,154 2004 Administrative

Strasbourg, France Lease 557 1997 Administrative

Paris, France Lease 8,853 1997 Administrative

Cestas, France Lease 18,669 1996 Warehouse,
Administrative

Lyon, France Lease 465 1998 Administrative

St. Etienne, France Lease 929 1996 Administrative

Abbeville, France Lease 929 Month-to- Administrative
Month

</TABLE>

<PAGE>

Toulouse, France Lease 485 1996 Administrative

Celle, Germany Lease 7,209 2002 Warehouse,
Administrative

Mexico City, Mexico Lease 2,500 1996 Warehouse,
Administrative

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

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

Madrid, Spain Lease 430 1996 Administrative

Caracas, Venezuela Lease 1,615 Month-to- Administrative
Month

BUILDERS HARDWARE:

ROBERT SKEELS & COMPANY

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

Fullerton, California Lease 1,600 1996 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 1996 and 1997, 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.

<PAGE>

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 approximately $2.0 million 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. In July 1995, the Court
of Appeals upheld the District Court's award of damages and attorneys' fees, but
held that the District Court erred when it awarded (i) both investment income
and prejudgment interest and (ii) reasonable investment income instead of actual
investment income. The Court of Appeals remanded the case to the District Court
for a final determination of the damage award. In November 1995, the District
Court awarded Wynn Oil damages and attorneys' fees of $1.8 million. The
District Court also ordered the defendants to show the investment income earned
by them during the period in question, which, if any, the court indicated it
would award to Wynn Oil. The bankruptcy court has lifted the automatic stay for
purposes of determining the applicable investment income and finalizing Wynn
Oil's judgment. In 1995, the bankruptcy court appointed separate trustees to
take control of the assets of both defendants. The bankruptcy court also
affirmed that Wynn Oil had a liquidated claim in the amount of approximately
$1.8 million. Wynn Oil and its counsel are continuing to work through the
bankruptcy process to maximize Wynn Oil's ultimate recovery against the
defendants. No portion of the 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.

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 1995.

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: 1994-1995" on page 32 of the 1995 Annual Report and "Number of
Stockholders" and "Stock Exchange Listing" on page 33 of the 1995 Annual Report
is hereby incorporated by reference.

On February 14, 1996, the Board of Directors of Registrant declared a cash
dividend of $0.10 per share payable March 29, 1996 to stockholders of record on
March 13, 1996.

<PAGE>

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 1995 Annual Report.

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

Incorporated by reference from the 1995 Annual Report, pages 16 through 19.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated financial statements of Registrant at December 31, 1995 and
1994 and for each of the three years in the period ended December 31, 1995
(including unaudited supplementary data) and the report of independent auditors
thereon are incorporated by reference from the 1995 Annual Report, pages 20
through 32.

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 8, 1996 ("Registrant's 1996 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 1996 Proxy

<PAGE>

Statement is hereby incorporated by reference. The Report of the Compensation
Committee on pages 11 and 12 of Registrant's 1996 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 1996 Proxy Statement is
hereby incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information appearing under "Election of Directors--Certain
Relationships and Related Transactions" on page 5 of Registrant's 1996 Proxy
Statement is hereby incorporated by reference.

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 1995.

<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
-------------------------------------
1995 Annual
Form 10-K Report
------------ ----------------
<S> <C> <C>
Consolidated Statements of Income for each of the
three years in the period ended December 31, 1995 . . . . . . . . 20

Consolidated Balance Sheets at December 31, 1995 and 1994. . . . . . 21

Consolidated Statements of Stockholders' Equity for each
of the three years in the period ended December 31, 1995. . . . . 22

Consolidated Statements of Cash Flows for each of
the three years in the period ended December 31, 1995 . . . . . . 23

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

Consolidated schedule for each of the three years in
the period ended December 31, 1995:
VIII - Valuation and Qualifying Accounts . . . . . . . . . . . 23
</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 1995 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 1995 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, 1995

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>
1995 $1,835,000 $ 104,000 $ (595,000) $ 1,344,000
---------- ---------- ---------- -----------

1994 $1,848,000 $ 208,000 $ (221,000) $ 1,835,000
---------- ---------- ---------- -----------

1993 $2,644,000 $ (39,000) $ (757,000) $ 1,848,000
---------- ---------- ---------- -----------
</TABLE>

____________________

(1) Represents accounts written off against the reserve.

<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 25, 1996.

WYNN'S INTERNATIONAL, INC.

By /S/ 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 25, 1996 By /S/ WESLEY E. BELLWOOD
-------------------------------------------
Wesley E. Bellwood
Chairman of the Board

March 25, 1996 By /S/ JAMES CARROLL
-------------------------------------------
James Carroll
President
Chief Executive Officer
Director

<PAGE>

DATE

March 25, 1996 By /S/ SEYMOUR A. SCHLOSSER
-------------------------------------------
Seymour A. Schlosser
Vice President-Finance
(Principal Financial and
Accounting Officer)

March 25, 1996 By /S/ BARTON BEEK
-------------------------------------------
Barton Beek
Director

March 25, 1996 By /S/ JOHN D. BORIE
-------------------------------------------
John D. Borie
Director

March 25, 1996 By /S/ BRYAN L. HERRMANN
-------------------------------------------
Bryan L. Herrmann
Director

March 25, 1996 By /S/ ROBERT H. HOOD, JR.
-------------------------------------------
Robert H. Hood, Jr.
Director

March 25, 1996 By /S/ RICHARD L. NELSON
-------------------------------------------
Richard L. Nelson
Director

March 25, 1996 By /S/ 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 (incorporated by reference to Exhibit 10.1 to
Registrant's Report on Form 10-K for the fiscal year ended
December 31, 1994)

10.2 Employment Agreement, dated January 1, 1995, between Registrant and
Gregg M. Gibbons (incorporated by reference to Exhibit 10.3 to
Registrant's Report on Form 10-K for the fiscal year ended
December 31, 1994)

26
<PAGE>

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

10.3 Employment Agreement, dated January 1, 1995, between Registrant and
Seymour A. Schlosser (incorporated by reference to Exhibit 10.3 to
Registrant's Report on Form 10-K for the fiscal year ended
December 31, 1994)

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. 1996 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 (incorporated herein by reference to
Exhibit 10.11 to Registrant's Report on Form 10-K for the fiscal year
ended December 31, 1994)

27
<PAGE>

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

10.12 Deferred Compensation Agreement, dated November 21, 1995, between
Registrant and James Carroll

10.13 Deferred Compensation Agreement, dated November 28, 1995, between
Registrant and James Carroll

10.14 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)

10.15 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)

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, 1995 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 10.7

WYNN'S INTERNATIONAL, INC.
1996 CORPORATE MANAGEMENT INCENTIVE PLAN

SECTION 1. The purpose of this 1996 Corporate Management Incentive Plan
(the "1996 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 1996 (the
"Corporate Bonus Pool") with a corresponding charge to income for the year 1996
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 fifteen percent (15%) return on Beginning Net
Operating Assets, provided, however, that (i) the maximum amount of the
Corporate Bonus Pool shall be One Million Two Hundred Fifty Thousand Dollars
($1,250,000), and (ii) no amounts shall be earned hereunder if the Consolidated
Pretax Earnings of the Company for the year ended December 31, 1996 are less
than Twenty-Three Million Six Hundred Twenty-Two Thousand Dollars ($23,622,000).

(b) Before the payment of bonus awards for the year 1996, 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 1996 Plan shall be charged to income for 1996.

SECTION 3.

(a) The term "Consolidated Pretax Earnings" as used in the 1996 Plan shall
mean, for calendar year 1996, the Company's income before taxes based on income
as shown on the Consolidated Statement of Operations section of the Company's
1996 Consolidated Financial Statements after making adequate provision for the
Corporate Bonus Pool in the 1996 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, 1995, as
calculated in a manner consistent with the Company's Corporate Policy No. 1014.

(c) The term "1996 Consolidated Financial Statements" as used in the 1996
Plan shall mean those financial statements of the Company and its subsidiaries
contained

<PAGE>

in the Company's annual report to stockholders for the year ended December 31,
1996 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 1996 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. The total
Corporate Bonus Pool shall be distributed to the 1996 Plan participants, subject
to the following two limitations. First, the total Corporate Bonus Pool shall
not be distributed if such distribution would cause the limits on the maximum
amounts payable to executive officers set forth Section 6 to be exceeded.
Second, regardless of whether such limits on bonus awards to executive officers
are reached, the balance of the Corporate Bonus Pool need not be distributed to
Corporate Management Employees who are not executive officers. The
recommendations for bonus awards under the 1996 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 any bonus award or to a bonus award for any specific amount, as a
matter of right, for services rendered in 1996.

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

<PAGE>

additional bonus awards to any or all executive officers for outstanding
performance in 1996, 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
1996.

SECTION 7. Bonus awards under the 1996 Plan will be paid to each
recipient no later than March 15, 1997 in one installment in cash, restricted
stock of the Company, or 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 1996 other than by death, such participant
shall not be entitled as a matter of right to any bonus award for services
rendered in 1996, 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 1996.

SECTION 10. Upon the death of a Corporate Management Employee during
1996, 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, 1996. 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 1996 Plan.

SECTION 11. The 1996 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 1996 Plan is effective as of January 1, 1996.

<PAGE>

EXHIBIT 10.12

STANDARD DEFERRED COMPENSATION AGREEMENT

THIS AGREEMENT, is made the 21st day of November, 1995, 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 a part of Employee's base
salary to be paid in 1995 for services yet to be rendered; and

WHEREAS, Employee desires to receive a part of said base salary in 1995, 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
base monthly salary paid to Employee for services rendered between December 1,
1995 and December 31, 1995 ("Deferred Compensation"). Said Deferred
Compensation shall not bear interest from the date that said

<PAGE>

Deferred Compensation would otherwise be payable to Employee to the date of
payment.

2. DATE OF PAYMENT
Payment of Deferred Compensation shall be made on January 5, 1996.

3. METHOD OF PAYMENT
On the due date specified in Paragraph 2, 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, payable in one (1) installment,
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. FUNDING OF BENEFIT
Employee understands and acknowledges that all Deferred Compensation under
Paragraph 1 of this Agreement shall be general

<PAGE>

unsecured obligations of Employer and that Employer shall have no obligation to
set aside any amounts 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.

6. 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.

7. 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 /s/ JERRY L. MCFADDEN
-----------------
Jerry L. McFadden
Vice President-Finance

ATTEST:

/s/ LYNN WINFREE
- -------------------
Lynn Winfree
Assistant Secretary

/s/ JAMES CARROLL
---------------------
James Carroll

<PAGE>

EXHIBIT 10.13

STANDARD DEFERRED COMPENSATION AGREEMENT

THIS AGREEMENT, is made the 28th day of November, 1995, at Orange,
California, by and between Wynn's International, 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 a portion of
Employee's incentive award, if any, earned for services rendered in 1995 and
to be paid in 1996; and

WHEREAS, Employee desires to receive a portion of said incentive award
for 1995, 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
seventy-five percent (75%) of the incentive award, if any, earned by Employee
for services rendered for calendar year 1995 ("Deferred Compensation"). Said

<PAGE>

Deferred Compensation 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 First Interstate Bank of California, Los Angeles, California,
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;
(c) Employee retires; or
(d) A change in control 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.

<PAGE>

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 EMPLOYER
For purposes of this Agreement, a "change in control of Employer" 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 Employer representing 40% or more of the combined voting
power of Employer'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 Employer 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 obligation to set aside any amounts,
principal or interest, for the benefit of

<PAGE>

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 California.

<PAGE>

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

WYNN'S INTERNATIONAL, INC.

By /S/ SEYMOUR A. SCHLOSSER
------------------------------
Seymour A. Schlosser
Vice President-Finance

ATTEST:

/S/ JEAN MELTON
- ------------------------
Jean Melton
Assistant Secretary

By /S/ 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
----------------------------------------------
1995 1994 1993
----------- ----------- ----------
<S> <C> <C> <C>
Net income.............................. $15,443,000 $11,821,000 $8,981,000
----------- ----------- ----------
Weighted average number of shares
outstanding............................ 8,915,443 8,329,698 8,158,470
Net shares assumed issued using the
treasury stock method for stock options
outstanding during each period based
on average market price................ 271,595 211,575 162,576
----------- ----------- ----------
Common and common equivalent
shares................................. 9,187,038 8,541,273 8,321,046
----------- ----------- ----------
Net income per common share............. $1.68 $1.38 $1.08
----------- ----------- ----------

</TABLE>

COMPUTATION OF NET INCOME PER COMMON SHARE -
ASSUMING FULL DILUTION

<TABLE>
<CAPTION>
Year ended December 31
----------------------------------------------
1995 1994 1993
----------- ------------ ----------
<S> <C> <C> <C>
Net income.............................. $15,443,000 $11,821,000 $8,981,000
Net interest expense from convertible
bonds.................................. 59,000 367,000 406,000
----------- ----------- ----------
Net earnings for purposes of dilution... $15,502,000 $12,188,000 $9,387,000
----------- ----------- ----------
Weighted average number of shares
outstanding............................ 8,915,443 8,329,698 8,158,470
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.................... 348,992 221,330 179,643
Dilutive effect of assumed
conversion of bonds outstanding....... 104,758 642,114 710,040
----------- ------------ ----------
Fully diluted shares.................... 9,369,193 9,193,142 9,048,153
----------- ------------ ----------
Net income per common share............. $1.65 $1.33 $1.04
----------- ------------ ----------

</TABLE>

Note: The above calculations reflect for all periods the three-for-two stock
splits to stockholders of record in August 1993 and December 1995.

<PAGE>

EXHIBIT 13

This exhibit consists of the following portions of the 1995 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: 1994-1995"
on page 32 and "Number of Stockholders" and "Stock Exchange Listing" on page 33.

<PAGE>

WYNN'S INTERNATIONAL, INC.
SELECTED FINANCIAL DATA

FIVE YEARS ENDED DECEMBER 31, 1995
--------------------------------------------------------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1995 1994 1993 1992 1991
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $303,787 $292,651 $284,957 $291,788 $273,963
- ------------------------------------------------------------------------------------------------------------------------------

Income (loss) before taxes based on income 24,551 19,379 15,811 13,334 (13,918)(a)
Provision (benefit) for taxes based on income 9,108 7,558 6,830 6,081 (2,718)
- ------------------------------------------------------------------------------------------------------------------------------

Net income (loss) $ 15,443 $ 11,821 $8,981 $7,253 $(11,200)
- ------------------------------------------------------------------------------------------------------------------------------

Earnings (loss) per share of common stock (b) $1.68 $1.38 $1.08 $.90 $(1.37)
- ------------------------------------------------------------------------------------------------------------------------------

Weighted average common shares outstanding 9,187,038 8,541,273 8,321,046 8,093,621 8,157,627
- ------------------------------------------------------------------------------------------------------------------------------

Cash dividends per common share $.34 2/3 $.29 1/3 $.28 $.26 2/3 $.26 2/3
- ------------------------------------------------------------------------------------------------------------------------------

Selected balance sheet items:
Current assets $126,702 $120,000 $117,624 $124,897 $118,014
Current liabilities 58,538 59,167 56,293 54,378 44,732
Working capital 68,164 60,833 61,331 70,519 73,282
Current ratio 2.16 to 1 2.03 to 1 2.09 to 1 2.30 to 1 2.64 to 1
Total assets $181,765 $176,472 $167,799 $170,716 $165,622
Long-term debt due after one year 75 14,948 23,389 32,518 40,696
Stockholders' equity 116,233 95,440 84,442 78,853 75,611
Book value per common share $12.85 $11.42 $10.18 $9.73 $9.35
- ------------------------------------------------------------------------------------------------------------------------------
Number of employees 2,023 2,052 1,978 1,945 1,924
- ------------------------------------------------------------------------------------------------------------------------------

</TABLE>

NOTES:
(a) 1991 loss includes $20.7 million restructuring charge ($14.9 million after
tax or $1.83 per share).
(b) See Note 12 of Notes to Consolidated Financial Statements for certain per
share information. All per share amounts have been adjusted to reflect the
3 for 2 stock splits effected in 1995 and 1993.

The above Selected Financial Data for the five years ended December 31, 1995 is
not reported upon herein by independent auditors. See Management's Discussion
and Analysis of Financial Condition and Results of Operations.

<PAGE>

WYNN'S INTERNATIONAL, INC.

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

RESULTS OF OPERATIONS
1995 compared to 1994--Net sales in 1995 were $303.8 million compared to $292.7
million in 1994, an increase of 4 percent. Sales increased 19 percent at the
Specialty Chemicals Division, but sales decreased 6 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.
Precision recorded a 5 percent increase in sales in 1995. Precision's
growth was primarily due to the relatively high U.S. automotive and off-road
construction vehicle rates, the introduction of new products and the continued
higher level of industrial activity in the U.S. Higher revenues were derived
from sales of O-rings and composite gaskets. Precision continued to receive
requests in 1995 for price freezes or price reductions from customers in a broad
array of markets. Precision expects this trend to continue in 1996. Higher
revenues at Precision generally resulted from an increase in the number of units
sold as opposed to price increases.
WCS experienced a 29 percent decrease in revenues in 1995 compared to 1994
due to decreased sales in its original equipment manufacturers ("OEM") division.
Sales to Mazda in 1995 decreased $14.1 million compared to 1994 due to the
previously announced completion of a kit assembly contract in July 1994. Sales
to Chrysler and General Motors also declined in 1995 compared to 1994, but sales
increased to WCS' European OEM customers. Sales to aftermarket distributors
decreased 16 percent in 1995 compared to 1994, while sales through the
company-owned installation centers remained approximately the same in 1995
compared to 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. Included in 1995 revenues are
$2.1 million attributable to the sale of the inventory of these discontinued
products.
Sales at the Specialty Chemicals Division, principally car care products,
increased 19 percent on a worldwide basis compared to 1994. Excluding the impact
of foreign exchange rate fluctuations, total revenues in 1995 would have
increased 15 percent compared to 1994. The sales increase was due principally to
increased sales in the U.S., France and Belgium. In the U.S., revenues in 1995
increased 34 percent compared to 1994, mainly due to strong sales of the
division's product warranty programs, higher sales to the U.S. professional
market and growth in export sales from the U.S. to Latin American and Asian
distributors. The Wynn's product warranty division experienced strong revenue
growth in 1995 principally because of the development of new marketing alliances
and the general growth in sales of used cars in the U.S. during the year.
Foreign subsidiary sales increased 11 percent in 1995 over 1994. Foreign
subsidiary sales would have increased 4 percent in 1995 if foreign exchange
rates had remained unchanged from 1994 rates. Sales increased in France,
Belgium, Canada and South Africa, but decreased in Australia, Germany, Mexico
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 3 percent in 1995 compared to 1994, principally
due to continued efforts to implement new sales and marketing programs.
On a consolidated basis, total cost of sales in 1995 was 64.0 percent of
sales compared to 65.1 percent in 1994. The increase in the consolidated gross
margin was due primarily to the growth in sales at the Specialty Chemicals
Division and Precision, which have relatively higher margins than WCS.
Precision's gross margin increased in 1995 due to the higher sales volumes
compared to the prior year. The Specialty Chemicals Division's gross profit
increased in absolute dollars due to higher sales, but the gross margin
percentage declined compared to 1994 due to a change in the product mix within
the Division. WCS' gross margin decreased in 1995 due to lower sales.
Selling, general and administrative ("SG&A") expenses increased to $84.2
million in 1995, or 27.7 percent of sales, from $80.3 million in 1994, or 27.4
percent of sales. The increase in SG&A expenses was principally attributable to
the higher sales at the Specialty Chemicals Division and Precision, and higher
corporate expenses, partially offset by lower operating expenses at WCS. While
total expenses at the Specialty Chemicals Division increased due to this
Division's growth in revenues, operating expenses declined as a percentage of
sales due to improved cost controls and the change in revenue mix. Precision's
operating expenses in absolute dollars also increased over 1994 levels due to
the higher revenues, but remained approximately the same as a percentage of
Precision's revenues. Operating expenses declined significantly at WCS due to
the lower revenues. Operating expenses declined slightly at Skeels. During 1995,
corporate expenses increased over 1994 levels primarily because of increased
expenses for incentive compensation and environmental matters. The Company
closely monitors legal and factual developments in the environmental area to
evaluate the adequacy of present reserves.
Interest expense in 1995 was $1.6 million, which was less than the $3.0
million of interest expense in 1994. The decrease is primarily due to the
reduction of outstanding indebtedness. In March 1995, the Company paid

<PAGE>

WYNN'S INTERNATIONAL, INC.

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

a $7.9 million installment on its 10.75 percent senior notes. Also in March
1995, the holder of the Company's 9 percent convertible notes converted the
remaining $6,250,000 principal amount of such notes into 639,203 shares of the
Company's Common Stock.
Income before taxes was $24.6 million in 1995 compared to $19.4 million in
1994. In the Automotive Components Division, operating profits of Precision
increased 11 percent in 1995 due to higher revenue levels. Precision's
profitability is sensitive to changes in volume. Due to lower revenues, WCS
recorded an operating loss in 1995 approximately $800,000 greater than its 1994
operating loss. Operating profits of the Specialty Chemicals Division increased
30 percent in 1995 due to increased revenues. Excluding the impact of foreign
exchange rate changes, operating profit would have increased 22 percent in 1995.
Operating profits of the Builders Hardware Division decreased in 1995.
The effective tax rate in 1995 was 37.1 percent compared to the effective
tax rate of 39.0 percent in 1994. The lower effective tax rate in 1995 was
principally due to a reduction in the provision for unremitted foreign earnings.
Net income in 1995 was $15.4 million compared to $11.8 million in 1994. The
improvement in 1995 compared to 1994 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 1995 was $1.68 compared to $1.38 in 1994.
Fully diluted earnings per share in 1995 was $1.65 compared to $1.33 in 1994.
(See Note 2 of Notes to Consolidated Financial Statements for a discussion of
the 3 for 2 stock split in 1995.) The increase in per share results in 1995 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 March 1995 of $6,250,000 principal amount of the Company's 9
percent convertible notes into 639,203 shares of Common Stock, the exercise of
stock options to purchase 47,850 shares of Common Stock and an increase in the
number of outstanding stock options required to be included in the outstanding
shares calculation.

FINANCIAL CONDITION
Working capital at December 31, 1995 was $68.2 million compared to $60.8
million at the end of 1994. The current ratio was 2.16 to 1 at December 31, 1995
compared to 2.03 to 1 at the prior year end. The increase in current assets was
attributable to an increase in cash and cash equivalents and accounts
receivable, partially offset by a decrease in inventory. The decrease in current
liabilities was attributable to a decrease in long-term debt due within one
year, partially offset by an increase in accrued liabilities. Cash and cash
equivalents increased $6.7 million to $23.1 million at December 31, 1995 from
$16.4 million at December 31, 1994, primarily due to an increase in cash
provided by operating activities, partially offset by a reduction in the
Company's outstanding debt during 1995. Consolidated inventories decreased $4.9
million primarily due to a decrease of $5.6 million at WCS. The decline in
inventory at WCS was a result of the lower revenue levels, the previously
mentioned sale of the refrigerant recovery and recycling machine product line,
and the introduction of new manufacturing technologies and material handling
techniques. Inventories increased slightly during 1995 at Precision and the
Specialty Chemicals Division.
Accounts receivable increased $3.1 million to $50.6 million at December 31,
1995 from $47.5 million at the prior year end. This increase was primarily the
result of the higher revenues at the Specialty Chemicals Division.
Total current liabilities decreased $.6 million to $58.5 million at
December 31, 1995 from $59.2 million at December 31, 1994. The decrease was
primarily due to the reduction in long-term debt due within one year, partially
offset by increased accruals for product warranty programs, salaries and other
compensation and the amount payable for taxes based on income.
Property, plant and equipment increased $.4 million to $48.5 million in
1995, consisting of $7.5 million in additions (principally at Precision and the
Specialty Chemicals Division) offset by the annual depreciation charge of $7.3
million, as well as retirements and foreign exchange adjustments.
At December 31, 1995, the Company had two separate $15.0 million unsecured
domestic committed bank lines of credit, which permit borrowings through June
1997, and one uncommitted line of credit. At December 31, 1995, the Company had
no outstanding borrowings under any of these lines of credit. 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, 1995,
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.
Effective March 1, 1995, the holder of the Company's 9 percent Subordinated
Convertible Notes due March 6, 1996 elected to convert the entire remaining
$6,250,000 principal balance of the Notes into 639,203 shares of the Company's
Common Stock.
Stockholders' equity at the end of 1995 was $116.2

<PAGE>

WYNN'S INTERNATIONAL, INC.

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

million compared to $95.4 million at the end of 1994. The increase resulted from
net income of $15.4 million, the conversion of $6.3 million of convertible
notes, an equity adjustment of $1.1 million from foreign currency translation,
the amortization of $.4 million of unearned compensation, $.6 million from the
exercise of stock options and $.1 million of tax benefits related to stock
option exercises and stock awards, reduced by dividends of $3.1 million. Under
the Company's Stock-Based Incentive Award Plan, 90,000 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 $408,000 was recognized in 1995.
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 600,000 shares are available for
issuance over the term of the plan. For the plan's initial year, which ended
December 31, 1995, 21,708 shares were issued in January 1996.
The Company expects total capital expenditures in 1996 to be approximately
$11 million, funded from current operations. As previously announced, the
Company is continuing 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 1995 generally was not able to raise
prices to its customers to pass along the cost increases experienced.

FORWARD LOOKING STATEMENTS
Certain statements contained in the above "Management's Discussion and
Analysis" are forward looking statements under Section 21E of the Securities
Exchange Act of 1934. The Company cautions that such statements are further
qualified by important factors that could cause actual results to differ
materially from the forward looking statements, including, but not limited to,
sales of new and used cars in the U.S., automotive and off-road construction
vehicle production rates in North America (including installation rates of air
conditioning systems in new vehicles), currency exchange rates relative to the
U.S. dollar, the impact of competitive products and pricing, the ultimate
resolution of environmental contingencies, and general economic conditions
especially in North America and Western Europe. Results actually achieved thus
may differ materially from projected results.

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 for the
Specialty Chemicals Division, but sales were down 3 percent for the Automotive
Components Division, which is comprised of Precision and WCS. 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 expected 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 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
service 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 expected 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

<PAGE>

WYNN'S INTERNATIONAL, INC.

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

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 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 environmental 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 25,568 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 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
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 $1.38 compared to $1.08 in 1993.
Fully diluted earnings per share in 1994 was $1.33 compared to $1.04 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
25,568 shares of Common Stock, the exercise of stock options to purchase 36,487
shares of Common Stock and an increase in the outstanding stock options assumed
exercised.

<PAGE>

WYNN'S INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME

YEAR ENDED DECEMBER 31
----------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1995 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues:
Net sales $303,787 $292,651 $284,957
Interest income 996 626 719
- --------------------------------------------------------------------------------
304,783 293,277 285,676
- --------------------------------------------------------------------------------
Costs and expenses:
Cost of sales 194,440 190,582 190,026
Selling, general and administrative 84,152 80,328 75,977
Interest expense 1,640 2,988 3,862
- --------------------------------------------------------------------------------
280,232 273,898 269,865
- --------------------------------------------------------------------------------
Income before taxes based on income 24,551 19,379 15,811
Provision for taxes based on income 9,108 7,558 6,830
- --------------------------------------------------------------------------------
Net income $ 15,443 $ 11,821 $ 8,981
- --------------------------------------------------------------------------------
Earnings per share of common stock:
Primary $1.68 $1.38 $1.08
- --------------------------------------------------------------------------------
Fully diluted $1.65 $1.33 $1.04
- --------------------------------------------------------------------------------
</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, 1995 and 1994, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 1995. 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, 1995 and 1994, and the consolidated results
of its operations and its cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted accounting
principles.

/s/ Ernst & Young LLP

Los Angeles, California
January 29, 1996

20
<PAGE>

WYNN'S INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31
----------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1995 1994
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 23,127 $ 16,446
Accounts receivable, less $1,344 allowance for doubtful accounts
($1,835 in 1994) 50,590 47,500
Inventories 37,845 42,752
Prepaid expenses and other current assets (including deferred tax assets
of $7,442 in 1995 and $6,080 in 1994) 15,140 13,302
- --------------------------------------------------------------------------------------------------------
Total current assets 126,702 120,000
Property, plant and equipment, at cost less
accumulated depreciation and amortization 48,549 48,192
Costs in excess of fair value of net assets of
businesses acquired, less accumulated amortization
of $3,962 ($3,833 in 1994) 3,041 3,170
Other assets 3,473 5,110

- --------------------------------------------------------------------------------------------------------
$181,765 $176,472
- --------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ -- $ 239
Accounts payable 20,640 19,708
Dividends payable 789 614
Taxes based on income 2,289 1,211
Accrued liabilities:
Product warranty programs 9,175 5,411
Salaries and other compensation 10,507 8,620
Other 15,047 15,203
Long-term debt due within one year 91 8,161
- --------------------------------------------------------------------------------------------------------
Total current liabilities 58,538 59,167
Long-term debt due after one year 75 14,948
Deferred taxes based on income 6,919 6,917
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, 9,564,998 shares issued
(8,877,945 issued in 1994) 9,565 8,878
Capital in excess of par value 13,173 6,912
Retained earnings 98,619 86,250
Equity adjustment from foreign currency translation (1,170) (2,238)
Unearned compensation (373) (781)
Common stock held in treasury 520,875 shares, at cost (3,581) (3,581)
- --------------------------------------------------------------------------------------------------------
Total stockholders' equity 116,233 95,440
- --------------------------------------------------------------------------------------------------------
$181,765 $176,472
- --------------------------------------------------------------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

WYNN'S INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
THREE YEARS ENDED DECEMBER 31, 1995
- -----------------------------------------------------------------------------------------------------------------------------------
EQUITY
ADJUSTMENT COMMON
COMMON STOCK CAPITAL IN FROM FOREIGN STOCK
(DOLLARS IN THOUSANDS, ------------------- EXCESS OF RETAINED CURRENCY UNEARNED HELD IN
EXCEPT PER SHARE AMOUNTS) SHARES AMOUNT PAR VALUE EARNINGS TRANSLATION COMPENSATION TREASURY TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1993 8,719,089 $8,719 $ 4,855 $70,185 $ (706) $ -- $(4,200) $ 78,853
Net income -- -- -- 8,981 -- -- -- 8,981
Cash dividends of $.28
per common share -- -- -- (2,293) -- -- -- (2,293)
Cash paid for fractional
shares at time of split -- -- (1) -- -- -- -- (1)
Stock options exercised 20,100 20 191 -- -- -- -- 211
Restricted stock issued to
employee -- -- 603 -- -- -- 619 1,222
Tax benefits related to
stock option exercises -- -- 15 -- -- -- -- 15
Conversion of $750
convertible notes 76,701 77 673 -- -- -- -- 750
Adjustments from foreign
currency translation, net -- -- -- -- (2,108) -- -- (2,108)
Unearned compensation -- -- -- -- -- (1,188) -- (1,188)
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1993 8,815,890 8,816 6,336 76,873 (2,814) (1,188) (3,581) 84,442
Net income -- -- -- 11,821 -- -- -- 11,821
Cash dividends of $.29 1/3
per common share -- -- -- (2,444) -- -- -- (2,444)
Stock options exercised 36,487 36 312 -- -- -- -- 348
Tax benefits related to
stock option exercises -- -- 40 -- -- -- -- 40
Conversion of $250
convertible notes 25,568 26 224 -- -- -- -- 250
Adjustments from foreign
currency translation, net -- -- -- -- 576 -- -- 576
Amortization of unearned
compensation -- -- -- -- -- 407 -- 407
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1994 8,877,945 8,878 6,912 86,250 (2,238) (781) (3,581) 95,440
Net income -- -- -- 15,443 -- -- -- 15,443
Cash dividends of $.34 2/3
per common share -- -- -- (3,074) -- -- -- (3,074)
Cash paid for fractional
shares at time of split -- -- (1) -- -- -- -- (1)
Stock options exercised 47,850 48 505 -- -- -- -- 553
Tax benefits related to
stock option exercises
and stock awards -- -- 146 -- -- -- -- 146
Conversion of $6,250
convertible notes 639,203 639 5,611 -- -- -- -- 6,250
Adjustments from foreign
currency translation, net -- -- -- -- 1,068 -- -- 1,068
Amortization of unearned
compensation -- -- -- -- -- 408 -- 408
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1995 9,564,998 $9,565 $13,173 $98,619 $(1,170) $ (373) $(3,581) $116,233
- -----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>

WYNN'S INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------------------------
(DOLLARS IN THOUSANDS) 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Activities:
Cash received from customers $300,517 $291,806 $285,021
Cash paid to suppliers and employees (245,826) (254,867) (241,061)
Cash paid on product warranty program claims (13,181) (8,114) (6,706)
Interest received 1,060 690 612
Interest paid (2,484) (3,020) (4,071)
Income taxes paid (9,235) (8,623) (5,339)
- ------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 30,851 17,872 28,456
- ------------------------------------------------------------------------------------------------------------------------
Investing Activities:
Additions to property, plant and equipment (7,472) (13,786) (10,008)
Proceeds from sale of property, plant and equipment 409 806 553
Other cash receipts--net 1,319 112 172
- ------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (5,744) (12,868) (9,283)
- ------------------------------------------------------------------------------------------------------------------------
Financing Activities:
Borrowings under lines of credit--net (239) (570) (131)
Payments on long-term debt (16,693) (8,210) (8,533)
Dividends paid (2,899) (2,440) (2,227)
Proceeds from exercise of stock options 553 348 211
Other cash disbursements--net (1) -- (1)
- ------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (19,279) (10,872) (10,681)
- ------------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes 853 917 (1,762)
- ------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and
cash equivalents 6,681 (4,951) 6,730
Cash and cash equivalents at beginning of year 16,446 21,397 14,667
- ------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 23,127 $ 16,446 $ 21,397
- ------------------------------------------------------------------------------------------------------------------------

Reconciliation of net income to net cash provided by operating activities:
- ------------------------------------------------------------------------------------------------------------------------
Net Income $15,443 $11,821 $ 8,981
- ------------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 8,160 6,811 6,662
Provision for uncollectible accounts 104 208 (39)
Amortization of stock compensation 408 407 34
(Gain) loss on fixed asset disposals (118) 14 (4)
(Benefit) provision for deferred income taxes (1,351) 178 1,041
Decrease (increase) in:
Accounts receivable--net (3,206) (1,106) (43)
Inventories 4,603 (4,163) 9,484
Prepaid expenses and other current assets (476) 374 609
Other assets (367) (21) (418)
Increase (decrease) in:
Accounts payable 932 144 (104)
Product warranty program reserves 3,764 1,785 294
Income taxes payable 1,224 (1,243) 450
Accrued liabilities 1,731 2,663 1,509
- ------------------------------------------------------------------------------------------------------------------------
Total adjustments 15,408 6,051 19,475
- ------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities $30,851 $17,872 $28,456
- ------------------------------------------------------------------------------------------------------------------------

</TABLE>

Supplemental disclosure of noncash investing and financing activities:
In 1995 and 1994, additional common stock was issued upon the conversion of
$6,250,000 and $250,000, respectively, of long-term debt.

SEE ACCOMPANYING NOTES.

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 1995 presentation. The preparation of financial statements
in conformity with generally accepted accounting principles requires the use
of estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from
those estimates.
STOCK SPLITS--The Company effected a 3 for 2 stock split in the fourth
quarter of 1995 and a similar 3 for 2 stock split in the third quarter of
1993. All share and per share amounts have been adjusted retroactively for
both stock splits (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 $20,574,000 in 1995 and $13,566,000 in 1994 include guaranteed
investment contracts, commercial paper, certificates of deposit and money market
accounts which have maturities of three months or less when purchased 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 U.S.
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, 1995 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 using the straight-line method 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 using
the straight-line method over a period of ten to forty years.
INCOME TAXES--The Company provides for income taxes in accordance with
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. 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.
FOREIGN EXCHANGE CONTRACTS--The Company enters into foreign exchange
contracts to hedge certain intercompany transactions with its foreign
subsidiaries. These contracts reduce currency risk from exchange rate
movements. Gains and losses are deferred and accounted for as part of the
underlying transactions. The contractual amounts and related deferred gains
and losses from these contracts are immaterial.

2. STOCK SPLITS; SHAREHOLDER RIGHTS PLAN
On November 29, 1995, 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 December 15, 1995. Previously, on August 4, 1993, the Board of Directors
authorized a 3 for 2 stock split also 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 both of the 3 for 2 splits.
In March 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 nonmanagement 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

24
<PAGE>

WYNN'S INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 1995 and 1994 and for the three years ended
December 31, 1995 before eliminations of intercompany balances and profits
and any provision for taxes on repatriation of foreign earnings, is as
follows:

(IN THOUSANDS) 1995 1994
- ------------------------------------------------------------------------------
<S> <C> <C>
Assets:
Current assets $46,186 $40,432
Property, plant and equipment 5,504 5,446
Other noncurrent assets 3,152 3,277
- ------------------------------------------------------------------------------
$54,842 $49,155
- ------------------------------------------------------------------------------
Liabilities and stockholders' equity:
Current liabilities $23,964 $22,361
Long-term debt and deferred
taxes based on income 1,524 1,147
Stockholders' equity 29,354 25,647
- ------------------------------------------------------------------------------
$54,842 $49,155
- ------------------------------------------------------------------------------
</TABLE>

(IN THOUSANDS) 1995 1994 1993
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $98,444 $85,945 $92,911
- ------------------------------------------------------------------------------
Net income $ 5,306 $ 4,135 $ 3,784
- ------------------------------------------------------------------------------
</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, 1995 and 1994:

(IN THOUSANDS) 1995 1994
- ------------------------------------------------------------------------------
<S> <C> <C>
Finished goods $22,074 $22,781
Raw materials and work in process 15,771 19,971
- ------------------------------------------------------------------------------
$37,845 $42,752
- ------------------------------------------------------------------------------
</TABLE>

5. TAXES BASED ON INCOME
The provision for taxes based on income consists of the following
elements for the three years ended December 31, 1995:

(IN THOUSANDS) 1995 1994 1993
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $ 4,999 $2,486 $1,943
State 1,387 1,104 940
Foreign 4,073 3,790 2,906
- ------------------------------------------------------------------------------
Total current 10,459 7,380 5,789
- ------------------------------------------------------------------------------
Deferred:
Federal (374) 377 190
State (501) 183 290
Foreign (476) (382) 561
- ------------------------------------------------------------------------------
Total deferred (1,351) 178 1,041
- ------------------------------------------------------------------------------
Total $ 9,108 $7,558 $6,830
- ------------------------------------------------------------------------------
</TABLE>

Pretax income from domestic and foreign operations for the three years
ended December 31, 1995 is as follows:

(IN THOUSANDS) 1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Domestic $15,961 $13,341 $ 9,053
Foreign 8,590 6,038 6,758
- -----------------------------------------------------------------------------
$24,551 $19,379 $15,811
- -----------------------------------------------------------------------------
</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, 1995, follows:

1995 1994 1993
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory federal income
tax rate 35.0% 35.0% 34.0%
State taxes, net of federal
tax benefit 2.3 2.5 5.1
Other--net (0.2) 1.5 4.1
- ------------------------------------------------------------------------------
37.1% 39.0% 43.2%
- ------------------------------------------------------------------------------
</TABLE>

At December 31, 1995, the Company had the following carryforwards for
tax purposes available for future utilization with the indicated expiration
periods (in thousands):

FOREIGN NET TAX
YEAR OPERATING LOSS CREDITS
- ---------------------------------------------------------------------------
<S> <C> <C>
1999 $ 34 $238
2002 61 --
2003 39 --
2004 37 --
2005 74 --
Unlimited 1,028 --
- -----------------------------------------------------------------------------
$1,273 $238
- -----------------------------------------------------------------------------
</TABLE>

<PAGE>

WYNN'S INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. TAXES BASED ON INCOME (CONTINUED)
A valuation allowance of $1,725,000 has been recognized to offset these
and other deferred tax assets. The valuation allowance against deferred tax
assets increased by $74,000 during 1995 due to a net increase in tax
attribute carryovers.
Significant components of the Company's deferred tax assets and
liabilities as of December 31, 1995 and 1994 are as follows:

(IN THOUSANDS) 1995 1994
- ------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax liabilities:
Foreign earnings $ 3,011 $3,289
Accelerated depreciation
and amortization 2,646 2,081
Pension plan 968 979
Other 2,938 3,530
- ------------------------------------------------------------------------------
Total deferred tax liabilities 9,563 9,879
- ------------------------------------------------------------------------------
Deferred tax assets:
Accrued expenses 8,774 6,918
Inventory valuation 1,526 2,393
Tax attribute carryovers 1,511 1,382
- ------------------------------------------------------------------------------
Subtotal 11,811 10,693
Valuation allowances (1,725) (1,651)
- ------------------------------------------------------------------------------
Total deferred tax assets 10,086 9,042
- ------------------------------------------------------------------------------
Net deferred taxes $ (523) $ 837
- ------------------------------------------------------------------------------
</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,
1995) and/or various other prevailing rates. At December 31, 1995, the Company
had no outstanding borrowing under these lines of credit.
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, 1995, Wynn's had one standby letter of credit
outstanding under this facility for $186,000.
In 1995, 1994 and 1993, the average amount of notes payable outstanding
during the year was $1,205,000, $602,000 and $1,177,000, respectively, and
the related average interest rate was 6.9%, 10.4% and 10.5%, respectively.
The weighted average interest rate on notes payable outstanding at December
31, 1994 was 6.8%. Short-term borrowings are stated at their fair market
value.

7. LONG-TERM DEBT
Long-term debt consists of the following obligations at December 31, 1995
and 1994:

(IN THOUSANDS) 1995 1994
- ------------------------------------------------------------------------------
<S> <C> <C>
To insurance company, due in
annual installments of $7,938
each beginning in 1993 through
1996, plus interest at 10.75%,
payable semi-annually $ -- $15,876
To insurance company, due in
annual installments of $3,125
in 1995 and 1996, plus interest at
9%, payable semi-annually -- 6,250
Other 166 983
- ------------------------------------------------------------------------------
166 23,109
Less amount classified as current 91 8,161
- ------------------------------------------------------------------------------
$ 75 $14,948
- ------------------------------------------------------------------------------
</TABLE>

The 10.75% note due to insurance company was retired in 1995. The
$6,250,000 note due to insurance company was converted into 639,203 shares of
the Company's Common Stock in March 1995.
Interest expense for long-term debt amounted to $1,265,000 for 1995
($2,564,000 for 1994 and $3,524,000 for 1993).

8. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following at December 31,
1995 and 1994:

(IN THOUSANDS) 1995 1994
- ------------------------------------------------------------------------------
<S> <C> <C>
Land and land improvements $ 2,512 $ 2,487
Buildings 24,873 24,440
Leasehold improvements 794 905
Equipment, furniture and fixtures 77,658 74,032
- ------------------------------------------------------------------------------
105,837 101,864
Less accumulated depreciation
and amortization (57,288) (53,672)
- ------------------------------------------------------------------------------
$48,549 $48,192
- ------------------------------------------------------------------------------
</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

<PAGE>

WYNN'S INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 1995
included the following components:

(IN THOUSANDS) 1995 1994 1993
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost-benefits
earned during the
period $ 707 $ 859 $ 732
Interest cost on projected
benefit obligation 1,310 1,286 1,200
Actual return on assets (4,496) (262) (1,489)
Net amortization and
deferral 2,609 (1,659) (442)
- ------------------------------------------------------------------------------
$ 130 $ 224 $ 1
- ------------------------------------------------------------------------------
</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, 1995 and 1994 for its
U.S. pension plans:

(IN THOUSANDS) 1995 1994
- ------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of
benefit obligations:
Vested benefit obligation $(16,586) $(12,812)
- ------------------------------------------------------------------------------
Accumulated benefit
obligation $(17,250) $(13,333)
- ------------------------------------------------------------------------------

Projected benefit obligation $(20,253) $(15,907)
Plan assets at fair market value 22,544 19,075
- ------------------------------------------------------------------------------
Plan assets in excess of projected
benefit obligation 2,291 3,168
Unrecognized transition assets
being amortized over various
periods of time (1,387) (1,673)
Unrecognized prior service cost 1,575 1,294
Unrecognized net gain (180) (429)
- ------------------------------------------------------------------------------
Prepaid pension cost $ 2,299 $ 2,360
- ------------------------------------------------------------------------------
</TABLE>

Assumptions used as of December 31, 1995, 1994 and 1993 were:

<TABLE>
<CAPTION>
1995 1994 1993
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Discount or settlement rate 7.5% 8.5% 7.5%
Rate of increase in
compensation level 5.0% 5.5% 5.0%
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 contributions
into this plan for 1995, 1994 and 1993 were $483,000, $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.
The Company provides postretirement medical benefits for certain retired
employees at the U.S. operations 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
$153,000, $281,000 and $426,000 in 1995, 1994 and 1993, respectively. The
Company does not prefund this benefit program. The following table sets forth
the program's status and amounts

<PAGE>

WYNN'S INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. RETIREMENT PLANS (CONTINUED)
recognized in the Company's consolidated balance sheets at December 31, 1995 and
1994:

(IN THOUSANDS) 1995 1994
- ------------------------------------------------------------------------------
<S> <C> <C>
Unfunded accumulated post-
retirement benefit obligation $(1,548) $(1,663)
Unrecognized net gain (resulting
from reduction in estimated
health care cost trend rates) (1,651) (1,661)
Unrecognized net transition
obligation 2,719 2,879
- ------------------------------------------------------------------------------
Accrued postretirement benefit cost $ (480) $ (445)
- ------------------------------------------------------------------------------
</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:

YEAR (IN THOUSANDS)
- -----------------------------------------------------------------------------
<S> <C>
1996 $2,224
1997 1,616
1998 789
1999 655
2000 394
2001 and after 282
- -----------------------------------------------------------------------------
Total $5,960
- -----------------------------------------------------------------------------
</TABLE>

Rental expenses for all operating leases were $3,025,000 in 1995
($3,451,000 in 1994 and $3,977,000 in 1993).

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, 1995, the
Company had consolidated accrued reserves of approximately $4.8 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, annual results of operations or cash
flows.

12. EARNINGS PER SHARE
Primary earnings per share is computed by dividing net income by the
weighted average number of shares outstanding during the year and assumes the
exercise of stock options. 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 splits effected in 1995 and 1993).

(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS) 1995 1994 1993
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income $15,443 $11,821 $8,981
Net interest expense from
convertible notes 59 367 406
- ------------------------------------------------------------------------------
Net earnings for
purposes of full dilution $15,502 $12,188 $9,387
- ------------------------------------------------------------------------------
Net earnings per common
share:
Primary $1.68 $1.38 $1.08
Assuming full dilution $1.65 $1.33 $1.04
Weighted average shares
outstanding:
Primary 9,187 8,541 8,321
Assuming full dilution 9,369 9,193 9,048

</TABLE>

13. 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 450,000 shares.
Under the 1989 and 1994 Plans, the aggregate number of stock related awards may
not exceed 806,250 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

<PAGE>

WYNN'S INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

may be exercised until at least one year after the date of grant. During 1993,
90,000 shares of restricted stock were awarded under the 1989 Plan. The
restricted stock award vests in equal installments at each anniversary date over
a three-year period. 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 1995, $408,000 was recorded as expense ($407,000 and
$34,000 in 1994 and 1993, respectively). During 1995, 7,800 performance shares
were granted under the 1989 Plan in connection with stock options granted to
officers and other key employees. At December 31, 1995, 31,650 performance
shares were outstanding. No stock appreciation rights were outstanding at
December 31, 1995. The following tabulation summarizes certain information
related to options for common stock:

1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Outstanding options
at beginning of year 687,825 594,825 517,500
Granted 43,500 162,750 102,375
Surrendered, forfeited
or expired (13,275) (33,262) (4,950)
Exercised (47,850) (36,488) (20,100)
- -----------------------------------------------------------------------------
Outstanding options
at end of year 670,200 687,825 594,825
- -----------------------------------------------------------------------------
Average price of options
exercised during
the year $11.57 $ 9.54 $ 10.51
At the end of the year:
Prices of outstanding
options $ 7.45 $ 7.45 $ 7.45
to to to
$15.50 $14.17 $13.78
Average per share $10.79 $10.63 $ 9.78
Exercisable options 567,967 500,175 465,113
Options available for
future grants 142,500 184,275 272,363

</TABLE>

The Company has an Employee Stock Purchase Plan (the "Plan") under which
there are authorized and available for sale to employees, at a 15% discount, an
aggregate of 600,000 shares of the Company's Common Stock. For the Plan's first
year, which ended December 31, 1995, 21,708 shares were issued at $12.47 per
share in January 1996.
In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation, which is effective for the Company on January 1,
1996. This statement permits, but does not require, a fair value based method
of accounting for employee stock option plans which results in compensation
expense being recognized in the results of operations when stock options are
granted. The Company plans to continue to apply the provisions of APB Opinion
No. 25, Accounting for Stock Issued to Employees, to its stock-based
compensation arrangements in determining its net income. However, as required
by this statement, the Company will provide pro forma disclosure of net
income and earnings per share in the notes to the consolidated financial
statements as if the fair value based method of accounting had been applied.

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.
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
10.1% of consolidated net sales during 1995 (10.3% in 1994 and 12.3% in 1993).

<PAGE>

WYNN'S INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. BUSINESS SEGMENT AND GEOGRAPHICAL INFORMATION (CONTINUED)

SUMMARY BY INDUSTRY SEGMENTS YEAR ENDED DECEMBER 31
- -----------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS) 1995 1994 1993 1992 1991
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET SALES
Automotive Components $166,012 $176,346 $181,478 $185,947 $172,836
Specialty Chemicals 132,173 110,867 98,318 99,622 94,639
Builders Hardware 5,602 5,438 5,161 6,219 8,403
Intersegment sales -- -- -- -- (1,915)
- -----------------------------------------------------------------------------------------------------------------------------
Total net sales $303,787 $292,651 $284,957 $291,788 $273,963
- -----------------------------------------------------------------------------------------------------------------------------
OPERATING PROFIT (LOSS)
Automotive Components $ 19,872 $ 18,566 $ 16,643 $ 15,265 $(12,813)(a)
Specialty Chemicals 12,426 9,564 7,046 6,636 6,964
Builders Hardware 297 392 193 422 507
- -----------------------------------------------------------------------------------------------------------------------------
Total operating profit (loss) of segments 32,595 28,522 23,882 22,323 (5,342)
Corporate expenses (6,896) (6,475) (4,575) (4,155) (3,591)
Corporate interest income 492 320 366 239 194
Interest expense (1,640) (2,988) (3,862) (5,073) (5,179)
- -----------------------------------------------------------------------------------------------------------------------------
Income (loss) before taxes
based on income $ 24,551 $ 19,379 $ 15,811 $ 13,334 $(13,918)
- -----------------------------------------------------------------------------------------------------------------------------
IDENTIFIABLE ASSETS
Automotive Components $ 98,926 $104,681 $ 95,069 $100,901 $106,135
Specialty Chemicals 62,770 53,837 49,371 53,886 50,477
Builders Hardware 3,103 2,850 2,570 3,340 4,119
- -----------------------------------------------------------------------------------------------------------------------------
Identifiable assets of segments 164,799 161,368 147,010 158,127 160,731
Corporate assets 16,966 15,104 20,789 12,589 4,891
- -----------------------------------------------------------------------------------------------------------------------------
Total assets $181,765 $176,472 $167,799 $170,716 $165,622
- -----------------------------------------------------------------------------------------------------------------------------
DEPRECIATION AND AMORTIZATION
Automotive Components $ 6,380 $ 5,064 $ 4,930 $ 4,380 $ 5,896
Specialty Chemicals 1,705 1,679 1,656 1,688 1,522
Builders Hardware 38 37 40 30 58
Corporate 37 31 36 42 45
- -----------------------------------------------------------------------------------------------------------------------------
Total depreciation and amortization $ 8,160 $ 6,811 $ 6,662 $ 6,140 $ 7,521
- -----------------------------------------------------------------------------------------------------------------------------
CAPITAL EXPENDITURES
Automotive Components $ 5,985 $ 11,990 $ 9,070 $ 4,829 $ 3,163
Specialty Chemicals 1,409 1,759 921 1,678 978
Builders Hardware 23 -- -- -- --
Corporate 55 37 17 25 15
- -----------------------------------------------------------------------------------------------------------------------------
Total capital expenditures $ 7,472 $ 13,786 $ 10,008 $ 6,532 $ 4,156
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) INCLUDES $20.7 MILLION RESTRUCTURING CHARGE IN 1991.

<PAGE>

WYNN'S INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. BUSINESS SEGMENT AND GEOGRAPHICAL INFORMATION (CONTINUED)

SUMMARY BY GEOGRAPHICAL AREAS YEAR ENDED DECEMBER 31
- ----------------------------------------------------------------------------------------------------
(IN THOUSANDS) 1995 1994 1993 1992 1991
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET SALES
United States:
Sales to unaffiliated customers $205,343 $206,706 $192,046 $197,922 $192,580
Intercompany sales between
geographical areas 5,203 5,236 12,181 10,629 6,907
Europe:
Sales to unaffiliated customers 64,483 52,510 61,276 63,495 51,915
Intercompany sales between
geographical areas 513 594 376 330 199
Other foreign:
Sales to unaffiliated customers 33,961 33,435 31,635 30,371 29,468
Intercompany sales between
geographical areas 1,418 1,239 832 465 265
Eliminate intercompany sales (7,134) (7,069) (13,389) (11,424) (7,371)
- ----------------------------------------------------------------------------------------------------
Total net sales $303,787 $292,651 $284,957 $291,788 $273,963
- ----------------------------------------------------------------------------------------------------
OPERATING PROFIT (LOSS)
United States $ 20,863 $ 20,203 $ 14,908 $ 13,982 $(14,255)(a)
Europe 5,967 3,856 5,082 5,945 6,377
Other foreign 5,678 4,511 3,799 2,516 2,564
Eliminate change during year in
intercompany profit in inventories 87 (48) 93 (120) (28)
- ----------------------------------------------------------------------------------------------------
Total operating profit (loss) of segments 32,595 28,522 23,882 22,323 (5,342)
Corporate expenses (6,896) (6,475) (4,575) (4,155) (3,591)
Corporate interest income 492 320 366 239 194
Interest expense (1,640) (2,988) (3,862) (5,073) (5,179)
- ----------------------------------------------------------------------------------------------------
Income (loss) before taxes
based on income $ 24,551 $ 19,379 $ 15,811 $ 13,334 $(13,918)
- ----------------------------------------------------------------------------------------------------
IDENTIFIABLE ASSETS
United States $113,832 $118,237 $107,283 $114,306 $121,441
Europe 38,149 30,951 31,290 35,115 29,365
Other foreign 15,837 15,214 13,576 13,883 13,391
Eliminate intercompany profit in inventory
and intercompany trade accounts
receivable (3,019) (3,034) (5,139) (5,177) (3,466)
- ----------------------------------------------------------------------------------------------------
Identifiable assets of segments 164,799 161,368 147,010 158,127 160,731
Corporate assets 16,966 15,104 20,789 12,589 4,891
- ----------------------------------------------------------------------------------------------------
Total assets $181,765 $176,472 $167,799 $170,716 $165,622
- ----------------------------------------------------------------------------------------------------
</TABLE>

(a) INCLUDES $20.7 MILLION RESTRUCTURING CHARGE IN 1991.

<PAGE>

WYNN'S INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. QUARTERLY INFORMATION (UNAUDITED)
Quarterly information is as follows for the two years ended December 31, 1995:

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH TOTAL
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) QUARTER QUARTER QUARTER QUARTER YEAR
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1995
Net sales $78,074 $78,054 $74,606 $73,053 $303,787
Gross profit 28,243 28,203 26,359 26,542 109,347
Net income 3,645 4,106 3,867 3,825 15,443
Earnings per share:
Primary $.42 $.44 $.41 $.41 $1.68
Fully diluted $.40 $.44 $.41 $.41 $1.65

- ---------------------------------------------------------------------------------------------------------
1994
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 $.32 $.39 $.36 $.32 $1.38
Fully diluted $.31 $.38 $.34 $.30 $1.33
- ---------------------------------------------------------------------------------------------------------
</TABLE>

The total of the quarterly per share fully diluted earnings in 1995 and the
total of the quarterly per share primary earnings in 1994 do not equal the total
earnings per share for the respective year because the calculations are based on
the weighted average number of shares outstanding during the periods.

CASH DIVIDENDS AND COMMON STOCK PRICE PER SHARE: 1994-1995

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:

1994 1995
- -------------------------------------------------------------------------------------------------------------------------
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> <C>
$.07 1/3 $.07 1/3 $.07 1/3 $.07 1/3 $.08 2/3 $.08 2/3 $.08 2/3 $.08 2/3
- -------------------------------------------------------------------------------------------------------------------------

SALES PRICE

- -------------------------------------------------------------------------------------------------------------------------
[A BAR GRAPH DEPICTS THE FOLLOWING SALES PRICES]

<S> <C> <C> <C> <C> <C> <C> <C> <C>
HIGH $14 7/8 $15 1/8 $15 1/4 $16 $14 3/4 $15 7/8 $18 3/4 $20 1/8
LOW 12 1/8 12 1/4 13 3/8 13 5/8 13 14 1/4 15 1/2 17 3/8

</TABLE>

The above tables reflect retroactively the 3 for 2 stock split effected in
1995 (see Note 2).

<PAGE>

NUMBER OF
STOCKHOLDERS
There were 625 stockholders
of record at February 28, 1996.

STOCK EXCHANGE LISTING
New York Stock Exchange
Ticker Symbol: WN

<PAGE>

EXHIBIT 21

WYNN'S INTERNATIONAL, INC.

SUBSIDIARIES OF REGISTRANT

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 29, 1996,
included in the 1995 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 29, 1996, 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 25, 1996

<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, 1995
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 23,127
<SECURITIES> 0
<RECEIVABLES> 51,934
<ALLOWANCES> 1,344
<INVENTORY> 37,845
<CURRENT-ASSETS> 126,702
<PP&E> 105,837
<DEPRECIATION> 57,288
<TOTAL-ASSETS> 181,765
<CURRENT-LIABILITIES> 58,538
<BONDS> 75
0
0
<COMMON> 9,565
<OTHER-SE> 106,668
<TOTAL-LIABILITY-AND-EQUITY> 181,765
<SALES> 303,787
<TOTAL-REVENUES> 304,783
<CGS> 194,440
<TOTAL-COSTS> 194,440
<OTHER-EXPENSES> 84,048
<LOSS-PROVISION> 104
<INTEREST-EXPENSE> 1,640
<INCOME-PRETAX> 24,551
<INCOME-TAX> 9,108
<INCOME-CONTINUING> 15,443
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,443
<EPS-PRIMARY> 1.68
<EPS-DILUTED> 1.65

</TABLE>