<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
WYNN'S INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
WYNN'S INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
WYNN'S INTERNATIONAL, INC.
500 NORTH STATE COLLEGE BOULEVARD, SUITE 700
ORANGE, CALIFORNIA 92668
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 8, 1996
The Annual Meeting of Stockholders of Wynn's International, Inc., a Delaware
corporation (the "Company"), will be held at the Doubletree Hotel, 100 The City
Drive, Orange, California, on May 8, 1996, at 10:00 A.M., local time, to
consider and vote on the following matters described in the attached Proxy
Statement:
1. The election of two directors for three-year terms ending in 1999;
2. The approval of Ernst & Young LLP as independent auditors of the Company
for the fiscal year ending December 31, 1996; and
3. The transaction of such other business as may properly come before the
meeting, or any adjournments thereof.
The Board of Directors has fixed March 13, 1996 as the record date for the
meeting, and only holders of Common Stock of record at the close of business on
that date are entitled to receive notice of and vote at the meeting. Each
stockholder is requested to execute the enclosed proxy card and to return it
without delay in the enclosed postage-paid envelope. Any stockholder attending
the meeting may withdraw his or her proxy and vote personally on each matter
brought before the meeting.
By Order of the Board of Directors
[SIGNATURE]
Gregg M. Gibbons
Secretary
Orange, California
March 29, 1996
<PAGE>
WYNN'S INTERNATIONAL, INC.
--------------
PROXY STATEMENT
This Proxy Statement is furnished to stockholders of Wynn's International,
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation by the Board of Directors of proxies to be voted at the Annual
Meeting of Stockholders to be held on May 8, 1996, at 10:00 A.M., local time,
and at any and all adjournments thereof. The executive offices of the Company
are located at 500 North State College Boulevard, Suite 700, Orange, California
92668. This Proxy Statement and accompanying proxy are first being mailed to
stockholders on or about March 29, 1996.
PROXY PROCEDURES
The three persons named in the enclosed proxy have been selected by the
Board of Directors to vote shares represented by valid proxies. These
individuals have indicated that, unless otherwise specified in the proxy, they
intend to vote (i) to elect as directors the nominees listed below, and (ii) to
approve Ernst & Young LLP as independent auditors of the Company for the fiscal
year ending December 31, 1996. The Company has no knowledge of any other matters
to be presented at the meeting except the report of officers on which no action
is proposed to be taken. In the event other matters do properly come before the
meeting, the persons named in the proxy will vote on such matters in accordance
with their judgment.
Any person executing a proxy may revoke it at any time prior to its exercise
by filing with the Secretary of the Company a written revocation of the proxy or
a duly executed proxy bearing a later date. The powers of the proxy holders also
will be suspended in the event the person executing the proxy is present at the
meeting, or any adjournment thereof, and elects to vote in person.
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, some of the Company's directors, officers and
regular employees, without extra remuneration, may conduct additional
solicitation by telephone and personal interview.
The 1995 Annual Report to Stockholders, which includes financial statements
for the year ended December 31, 1995, accompanies this Proxy Statement. The
Annual Report does not constitute a part of the proxy materials.
As of the close of business on March 13, 1996, there were outstanding
9,082,398 shares of Common Stock. The Company has only one class of equity
securities outstanding. Each share of Common Stock is entitled to one vote. The
Board of Directors has set the close of business on March 13, 1996 as the record
date for determining those stockholders entitled to vote at the Annual Meeting.
In January 1996, the Company effected a three-for-two stock split. All
references herein to numbers of shares of Common Stock reflect such stock split.
Votes cast by proxy or in person at the Annual Meeting will be counted by
the person appointed by the Company to act as the Inspector of Elections for the
meeting. The Inspector of Elections will treat shares represented by proxies
that reflect abstentions as shares that are present and entitled to vote for
purposes of determining the presence of a quorum and for purposes of determining
the outcome of any matter submitted to the stockholders for a vote. Abstentions,
however, do not constitute a vote "for" or "against" any matter and thus will be
disregarded in the calculation of a plurality or of "votes cast."
The Inspector of Elections will treat shares referred to as "broker
non-votes" (shares held by brokers or nominees over which the broker or nominee
lacks discretionary power to vote and for which the broker or nominee has not
received specific voting instructions from the beneficial owner) as shares that
are present and entitled to vote for purposes of determining the presence of a
quorum. However, for purposes of determining the outcome of any matter as to
which the broker or nominee has physically indicated on the proxy that it does
not have discretionary authority to vote, those shares will be treated as not
present and not entitled to vote with respect to that matter (even though those
shares are considered entitled to vote for quorum purposes and may be entitled
to vote on other matters).
<PAGE>
Any unmarked proxies, including those submitted by brokers or nominees, will
be voted as indicated in the accompanying proxy card.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 13, 1996 as to shares
of the Company's Common Stock held by persons known to the Company to be the
beneficial owners of more than 5% of the Company's Common Stock based upon
information received from such persons:
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF SHARES
OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED (1)
- ----------------------------------- ------------------ ---------------------------
<S> <C> <C>
Mario J. Gabelli .................. 2,212,398(2) 24.4
One Corporate Center
Rye, New York 10580
Shufro, Rose & Ehrman ............. 675,346(3) 7.4
745 Fifth Avenue
New York, New York 10151
Wynn Foundation ................... 643,431 7.1
Post Office Box 14143
Orange, California 92613
James Carroll ..................... 608,625(4) 6.5
P.O. Box 14143
Orange, California 92613
Dimensional Fund Advisors Inc. .... 555,412(5) 6.1
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
</TABLE>
- ------------------------
(1) Any securities not outstanding which are subject to options exercisable
within 60 days of March 13, 1996 are deemed outstanding for the purpose of
computing the percentage of outstanding securities of the class owned by any
person holding such securities but are not deemed outstanding for the
purpose of computing the percentage of the class owned by any other person.
(2) Mr. Gabelli has reported that these shares are owned by various entities
engaged primarily in providing investment advisory services for their
clients, that Mr. Gabelli directly or indirectly controls and acts as chief
investment officer for such entities, and that he or they have sole voting
power with respect to 2,086,773 shares, sole disposition power with respect
to 2,212,398 shares and no voting power with respect to 125,625 shares.
Except for 60,000 shares owned by Gabelli Performance Partnership, 28,500
shares owned by Gabelli International Limited II and 900 shares owned by Mr.
Gabelli personally, Mr. Gabelli disclaims any economic interest in the above
reported shares.
(3) Shufro, Rose & Ehrman has sole voting power with respect to 87,450 shares
only. It has sole disposition power with respect to all 675,346 shares.
(4) Includes 252,450 shares purchasable within 60 days of March 13, 1996 upon
the exercise of stock options. Excludes 33,060 shares owned by members of
Mr. Carroll's family, as to which shares Mr. Carroll disclaims beneficial
ownership.
(5) Dimensional Fund Advisors Inc. ("Dimensional") has reported that it is a
registered investment advisor and was deemed to have beneficial ownership of
555,412 shares as of December 31, 1995, all of which shares were held in
portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in series of The DFA Investment Trust Company, a
Delaware business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans. Dimensional
serves as investment manager for each such entity. Dimensional disclaims
2
<PAGE>
beneficial ownership of all such shares. Dimensional has sole disposition
power with respect to all 555,412 shares and sole voting power with respect
to 368,025 shares, and it or certain of its officers have shared voting
power with respect to 187,387 shares.
The following table sets forth information as of March 13, 1996 with respect
to shares of the Company's Common Stock owned by each director of the Company,
by each executive officer listed in the Summary Compensation Table and by all
directors and executive officers as a group.
<TABLE>
<CAPTION>
NAME OF NUMBER OF SHARES PERCENTAGE OF SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED (1) BENEFICIALLY OWNED (2)
- --------------------------------------------- ---------------------- ----------------------
<S> <C> <C>
James Carroll................................ 608,625(3) 6.5
Barton Beek.................................. 4,650(4) *
Wesley E. Bellwood........................... 8,025(4)(5) *
John D. Borie................................ 6,900(4)(5) *
Bryan L. Herrmann............................ 4,950(6) *
Robert H. Hood, Jr........................... 4,950(6) *
Richard L. Nelson............................ 4,950(6) *
James D. Woods............................... 4,650(4) *
Gregg M. Gibbons............................. 88,030(7) *
Seymour A. Schlosser......................... 66,292(8) *
All directors and executive officers
as a group (10 persons).................... 802,022(9) 8.5
</TABLE>
- ------------------------
* Less than one percent.
(1) Subject to applicable community property and similar statutes, the persons
listed as beneficial owners of the shares have sole voting and investment
power with respect to such shares.
(2) Any securities not outstanding which are subject to options exercisable
within 60 days of March 13, 1996 are deemed outstanding for the purpose of
computing the percentage of outstanding securities of the class owned by any
person holding such securities but are not deemed outstanding for the
purpose of computing the percentage of the class owned by any other person.
(3) Includes 252,450 shares purchasable within 60 days of March 13, 1996 upon
the exercise of stock options. Excludes 33,060 shares owned by members of
Mr. Carroll's family, as to which shares Mr. Carroll disclaims beneficial
ownership.
(4) Includes 2,400 shares purchasable within 60 days of March 13, 1996 upon the
exercise of stock options.
(5) Excludes 643,431 shares owned by the Wynn Foundation, of which Mr. Bellwood
and Mr. Borie are Trustees. See the table on page 2.
(6) Includes 3,450 shares purchasable within 60 days of March 13, 1996 upon the
exercise of stock options.
(7) Includes 63,000 shares purchasable within 60 days of March 13, 1996 upon the
exercise of stock options.
(8) Includes 61,875 shares purchasable within 60 days of March 13, 1996 upon the
exercise of stock options.
(9) Includes 397,275 shares purchasable within 60 days of March 13, 1996 upon
the exercise of stock options.
3
<PAGE>
ELECTION OF DIRECTORS
The Company's Board of Directors consists of that number of directors as may
be determined by the Board of Directors. Currently there are eight directors.
The Board of Directors is divided into three classes, two of the classes having
three directors and the other class having two directors, and only one class
being elected each year. In 1996, two directors are to be elected for a term of
three years or until the election and qualification of their respective
successors. For the purpose of electing directors, each stockholder is entitled
to one vote per share for each of the two directors to be elected. The
candidates receiving the highest number of votes will be elected.
The nominees for election are: Barton Beek and James Carroll. Each nominee
is presently a member of the Company's Board of Directors and was elected to his
present term of office at a prior annual meeting of stockholders of the Company.
Each of the nominees has consented to be named as a nominee in this Proxy
Statement and has indicated that he is willing and able to serve as a director
if elected. If any nominee named herein becomes unavailable for any reason, the
persons named in the proxy will vote for the election of such other person as
the Board of Directors may propose to replace such nominee.
The information set forth below as to each nominee has been furnished by the
nominee.
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE DURING PAST DIRECTOR
NAME AGE FIVE YEARS AND CERTAIN OTHER DIRECTORSHIPS SINCE
- ------------------- --- --------------------------------------------- --------
<S> <C> <C> <C>
Barton Beek 72 Of Counsel, O'Melveny & Myers (February 1993
1994-present) (law firm); Partner, O'Melveny
& Myers (1962-January 1994); a director of
JMC Group, Inc.; a Director and Chairman of
the Audit Committee.
James Carroll 66 President and Chief Executive Officer of the 1988
Company (1988-present); a Director and
Chairman of the Executive Committee.
</TABLE>
Set forth below is information concerning each of the other six directors of
the Company whose three-year terms of office will continue after the 1996 Annual
Meeting of Stockholders.
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE DURING PAST DIRECTOR
NAME AGE FIVE YEARS AND CERTAIN OTHER DIRECTORSHIPS SINCE
- ------------------- --- --------------------------------------------- --------
<S> <C> <C> <C>
Wesley E. Bellwood 72 Chairman of the Board of the Company (April 1955
1984-present); Chairman of the Board and
Chief Executive Officer of the Company
(February 1982-April 1984); President and
Chief Executive Officer of the Company
(1973-1982); a director of Source Capital,
Inc.; a Director and member of the Executive
Committee and member of the Audit Committee.
John D. Borie 70 Vice President-Corporate Affairs and General 1982
Counsel of the Company (1973-1986); a
Director and member of the Executive
Committee and member of the Compensation
Committee.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE DURING PAST DIRECTOR
NAME AGE FIVE YEARS AND CERTAIN OTHER DIRECTORSHIPS SINCE
- ------------------- --- --------------------------------------------- --------
<S> <C> <C> <C>
Bryan L. Herrmann 60 Chairman, Base Camp 9 Corp. (1990-present) 1975
(recreational equipment); General Partner,
MOKG 1984 Investment Partners Ltd.
(1984-present) (investment banking); Chairman
and Chief Executive Officer, Spaulding
Composites Company (1992-1994) (industrial
composite materials); director of Angelus
Mortgage Investment Trust; a Director and
member of the Compensation Committee.
Robert H. Hood, Jr. 63 President, Douglas Aircraft Company 1993
(1989-present) (aircraft manufacturing);
President, McDonnell Douglas Missile Systems,
Inc. (1988-1989) (defense contractor); a
Director and member of the Compensation
Committee.
Richard L. Nelson 66 Independent business consultant 1994
(1983-present); Partner, Ernst & Young LLP
(1969-1983); a Director and member of the
Audit Committee.
James D. Woods 64 Chairman of the Board and Chief Executive 1990
Officer of Baker Hughes Incorporated
(1987-present) (oil field services and
process technologies); director of The Kroger
Co. and Varco International, Inc.; member of
the National Petroleum Council; a Director
and Chairman of the Compensation Committee.
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Director Barton Beek currently is of counsel to O'Melveny & Myers, a law
firm which the Company retained during 1995 and proposes to retain in 1996 to
handle various legal matters on behalf of the Company.
5
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
COMPENSATION OF DIRECTORS
During 1995, the Company compensated each director, except Mr. Bellwood and
Mr. Carroll, for his services by payment of a quarterly retainer of $4,000, a
fee of $2,000 for each Board of Directors meeting attended, and a fee of $1,000
for attending each meeting of the Audit or Compensation Committee on which he
served. In 1995, Mr. Bellwood received a monthly retainer fee of $6,333 for his
continuing services as Chairman of the Board, a fee of $2,000 for each Board
meeting attended, and a fee of $1,000 for each Audit Committee meeting attended.
During 1995, Mr. Bellwood was reimbursed for automotive-related expenses of
$1,019, supplemental medical expenses of $5,069 and tax preparation charges of
$750, and continued to participate in the Company's group health plans.
Directors who are not employees of the Company participate in the Non-Employee
Directors' Stock Option Plan (the "Directors' Plan"), which became effective in
1994. Upon their initial election to the Board, non-employee directors receive
options to purchase 3,000 shares of Common Stock. Upon reelection to the Board,
a non-employee director receives an option to purchase 1,500 shares of Common
Stock. All options under the Directors' Plan (i) are nonqualified stock options,
(ii) are granted with an exercise price equal to the closing market price on the
date of grant, (iii) are granted for a period of ten years, and (iv) vest at the
rate of 70% on the first anniversary date of the grant and 10% on each of the
second, third and fourth anniversary dates of grant. Directors who are employees
of the Company are not paid any fees or additional remuneration for serving as a
member of the Board or any of its Committees and therefore Mr. Carroll did not
receive any such fees or remuneration during 1995.
COMMITTEES OF THE BOARD
The Company has an Audit Committee consisting of the following members of
the Board of Directors: Barton Beek, Wesley E. Bellwood and Richard L. Nelson.
The Audit Committee has responsibility for consulting with the Company's
officers regarding the appointment of independent public accountants as auditors
of the Company, discussing the scope of the auditors' examination and reviewing
the annual financial statements and accounting policies of the Company. The
Audit Committee met two times during 1995.
The Company has an Executive Committee consisting of the following members
of the Board of Directors: James Carroll, Wesley E. Bellwood and John D. Borie.
The Executive Committee has all the power and authority of the Board of
Directors, except the power and authority to: (i) amend the Certificate of
Incorporation or Bylaws of the Company; (ii) adopt an agreement of merger or
consolidation or to recommend to stockholders the sale, lease or exchange of all
or substantially all of the Company's property and assets; (iii) recommend to
stockholders a dissolution of the Company or a revocation of the dissolution;
and (iv) declare a dividend or authorize the issuance of stock of the Company
unless expressly authorized by a resolution of the Board of Directors. The
Executive Committee did not meet during 1995.
The Company does not have a Nominating Committee. The Board of Directors
normally designates Committee members at the organizational meeting of the Board
following the Annual Meeting of Stockholders.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has a Compensation Committee consisting of the following members
of the Board of Directors: James D. Woods, John D. Borie, Bryan L. Herrmann and
Robert H. Hood, Jr. Mr. Borie is a former officer of the Company. The
Compensation Committee has responsibility for recommending the cash compensation
of the officers of the Company and the granting of stock options, stock
appreciation rights, restricted stock awards and performance share awards to
eligible employees of the Company. The Compensation Committee met twice during
1995.
6
<PAGE>
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
During 1995, the Board of Directors met four times. No director attended
fewer than 75% of the aggregate number of meetings held by the Board of
Directors and the Committees of the Board of Directors on which he served.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------
AWARDS
ANNUAL ----------------------------
COMPENSATION RESTRICTED SECURITIES
------------------ STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS AWARD(S) OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($)(A) ($)(A) ($) (#) ($)(B)
- --------------------------------- ---- -------- -------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
James Carroll 1995 $475,000 $475,000 -0- -0- $ 3,750
President and 1994 $440,000 $440,000 -0- -0- $ 3,750
Chief Executive Officer 1993 $410,000 $244,707 $1,221,900(C) 18,000 $ 5,433
Seymour A. Schlosser 1995 $200,000 $200,000 -0- 4,500 $ 3,750
Vice President-Finance 1994 $182,000 $182,000 -0- 11,250 $ 3,750
and Chief Financial Officer 1993 $170,000 $101,463 -0- 9,000 $ 4,346
Gregg M. Gibbons 1995 $195,000 $195,000 -0- 4,500 $ 3,750
Vice President-Corporate Affairs, 1994 $182,000 $182,000 -0- 11,250 $ 3,750
General Counsel and Secretary 1993 $170,000 $101,463 -0- 9,000 $ 4,346
</TABLE>
- ------------------------
(A) Amounts shown include cash compensation earned and received or deferred by
executive officers. All other annual compensation did not exceed the lesser
of $50,000 or 10% of the total salary and bonus reported for the named
executive officer.
(B) Represents amounts contributed to the Company's 401(k) Plan or the
predecessor Employees' Savings and Investment Plan, each a qualified defined
contribution plan, for the accounts of the named executive officers.
(C) On December 13, 1993, Mr. Carroll was granted a restricted stock award of
90,000 shares at a cost to Mr. Carroll of approximately $0.01 per share. As
of December 31, 1995, the value of Mr. Carroll's restricted stock was
$1,776,900. Regular dividends are payable on such restricted stock. Such
shares will vest in equal annual installments over a three-year period.
Installments of 30,000 of the 90,000 shares granted to Mr. Carroll vested on
each of December 13, 1994 and December 13, 1995 and were no longer subject
to a substantial risk of forfeiture.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES
SECURITIES PERCENT OF OF STOCK PRICE
UNDERLYING TOTAL OPTIONS APPRECIATION
OPTIONS GRANTED TO EXERCISE OR FOR OPTION TERM
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME (#)(A,B,C) FISCAL YEAR ($/SH)(D) DATE 5% ($) 10% ($)
- --------------------------------------- ------------- --------------- ----------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Seymour A. Schlosser................... 4,500 11.5% $ 14.08 2/15/2005 $ 39,847 $ 100,980
Gregg M. Gibbons....................... 4,500 11.5% $ 14.08 2/15/2005 $ 39,847 $ 100,980
</TABLE>
- ------------------------
(A) No stock appreciation rights have been granted or are presently outstanding.
Options granted in 1995 are exercisable starting 12 months after the grant
date, with 70% of the shares covered thereby becoming exercisable at that
time and with an additional 10% of the option shares becoming exercisable
7
<PAGE>
on each successive anniversary date, with full vesting occurring on the
fourth anniversary date. Acceleration of the exercisability of the options
may occur under certain circumstances, including a change in control of the
Company. The options were granted with an exercise price of 100% of the fair
market value of the Company's Common Stock on the date of grant. The options
were granted for a term of 10 years, subject to earlier termination in
certain events related to termination of employment.
(B) Under the terms of the Company's Stock-Based Incentive Award Plan, the
Compensation Committee retains discretion, subject to plan limits, to modify
the terms of outstanding options and to reprice the options.
(C) Accompanied by performance share award grants. See "Performance Share Award
Grants in Last Fiscal Year" below.
(D) The exercise price and tax withholding obligations related to exercise may
be paid by delivery of already owned shares or by offset of the underlying
shares, subject to certain conditions.
PERFORMANCE SHARE AWARD GRANTS IN LAST FISCAL YEAR
In February 1994, the Compensation Committee of the Board of Directors
adopted an Employee Stock Bonus Policy (the "Stock Policy") as part of the
Company's existing Stock-Based Incentive Award Plan (the "Stock Plan"). Under
the Stock Policy, the Compensation Committee will grant a performance share
award to each recipient of a stock option granted under the Stock Plan on or
after January 1, 1994. The award entitles the recipient to receive one share of
Common Stock for every five shares purchased upon the exercise of the stock
option, but only if the recipient (i) holds the shares purchased for three years
and (ii) during such time remains continuously employed by the Company. Pursuant
to the Stock Policy, Messrs. Schlosser and Gibbons each received 900 performance
share awards in connection with options to purchase 4,500 shares granted to each
of them in February 1995. Messrs. Schlosser and Gibbons each have been awarded a
total of 3,150 performance shares since January 1, 1994 pursuant to the Stock
Policy.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END OPTIONS AT FY-END
SHARES (#) ($)(A)
ACQUIRED ON VALUE -------------------- -------------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------- ----------- -------- -------------------- -------------------
<S> <C> <C> <C> <C>
James Carroll................................ -0- -0- 250,650/3,600 $2,858,756/$21,492
Seymour A. Schlosser......................... -0- -0- 56,700/9,675 $482,555/$56,241
Gregg M. Gibbons............................. -0- -0- 57,825/9,675 $551,979/$56,241
</TABLE>
- ------------------------
(A) Market value of the underlying securities at year end minus the exercise
price of "in-the-money" options.
DEFINED BENEFIT PLANS
The Company's Retirement Plan, in which most employees of the Company and
three of its domestic subsidiaries are eligible to participate, is a compulsory
noncontributory defined benefit pension plan. Employees generally become
eligible for the Retirement Plan after one year of service, and their interests
generally vest after five years of service. Benefits under the Retirement Plan
are based upon the employees' earnings and length of service with the Company.
Effective January 1, 1989, the Retirement Plan was amended to modify the benefit
formula and to comply with changes to applicable laws and regulations. For each
credited year of service after 1988, a participant will receive an annual
benefit upon normal retirement at age 65 equal to 1.15% of his or her salary up
to $10,000 and 1.80% of his or her salary in excess of $10,000 up to maximum
includable compensation. A vested participant receives an annual benefit of 1%
of his or her
8
<PAGE>
salary below the social security wage base and 2% of his or her salary in excess
of the social security wage base for each credited year of service under the
Retirement Plan between January 1, 1978 and December 31, 1988 and a lesser
annual benefit for each credited year of past service prior to January 1, 1978.
A vested participant may retire as early as age 55, but such participant's
annual benefit under the Retirement Plan will be reduced actuarially for early
retirement. The Retirement Plan became effective on January 1, 1978 and the
Internal Revenue Service has formally granted qualified tax status to it.
Messrs. Schlosser and Gibbons have completed seven and eighteen years of
service, respectively, under the Retirement Plan. Mr. Schlosser's current
estimated annual benefit under the Retirement Plan payable upon retirement at
age 65 is approximately $14,673. Assuming Mr. Schlosser remains employed with
the Company for the next sixteen years until his normal retirement age, his
estimated annual benefit under the Retirement Plan payable upon retirement will
be approximately $66,427. Mr. Gibbons' current estimated annual benefit under
the Retirement Plan payable upon retirement at age 65 is approximately $24,499.
Assuming Mr. Gibbons remains employed with the Company for the next twenty-two
years until his normal retirement age, his estimated annual benefit under the
Retirement Plan payable upon retirement will be approximately $108,459.
Mr. Carroll continues to participate in the Wynn's-Precision, Inc. Salaried
Employees' Pension Plan (the "Precision Plan"). Salaried employees of
Wynn's-Precision, Inc., a subsidiary of the Company, become eligible for the
Precision Plan upon hire and their interests vest after five years of service. A
base benefit is provided for all participants. Participants who elect to
contribute 3% of their salaries to the Precision Plan earn additional benefits
for the period during which they contribute. Under the Precision Plan, upon
retirement at age 65, a vested participant with 15 or more years of service
receives an annual base benefit of $1,200. In addition, a participant who
elected to contribute to the Precision Plan receives a benefit based upon a
percentage of the participant's salary averaged over the five consecutive years
of contributory participation which produced the highest average. The percentage
is 2.33% for each of the first 15 years and 1.0% for each year in excess of 15
during which the participant contributed to the Precision Plan. A vested
participant may retire as early as age 55, but such participant's annual benefit
under the Precision Plan will be reduced actuarially for early retirement. The
Precision Plan became effective on June 14, 1959 and the Internal Revenue
Service has formally granted qualified tax status to the Precision Plan. Mr.
Carroll has completed sixteen years of service under the Precision Plan. Mr.
Carroll's current estimated and projected annual benefit under the Precision
Plan payable upon retirement is approximately $75,745.
EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company has entered into employment contracts with Messrs. Carroll,
Schlosser and Gibbons, which expire December 31, 1997. These contracts provide
for an annual salary to be fixed by the Board of Directors for 1996 and
thereafter at not less than $515,000 for Mr. Carroll, $216,500 for Mr. Schlosser
and $211,000 for Mr. Gibbons. Increases above this minimum are entirely within
the discretion of the Board of Directors.
The employment contracts contain provisions which are designed to alleviate
potential concerns of executive officers over the possibility of a "change in
control" of the Company. For purposes of the contracts, a "change in control"
will be deemed to take place if (a) any change occurs which is required to be
reported in accordance with regulations of the Securities and Exchange
Commission; (b) any person becomes the beneficial owner of 40% or more of the
outstanding voting securities of the Company; or (c) at the end of any two-year
period, the directors, who at the beginning of the period constituted the Board,
no longer constitute a majority of the Board, unless the election of the new
directors was approved by a two-thirds vote of the then directors who were in
office at the beginning of the period. If, within the two-year period
immediately following any change in control, the employment of Mr. Carroll, Mr.
Schlosser or Mr. Gibbons terminates, either voluntarily or involuntarily, for
any reason other than death, permanent disability or retirement at or after his
normal retirement date, the Company will pay termination compensation to him
equal to 2.99 times the average annual compensation, including salary and
bonuses, paid to him during the five most recent calendar years, except that in
the event of voluntary termination in certain cases the lump sum compensation
will be equal to such officer's highest annual compensation, including salary
and bonus, for services rendered in any of the three most recent calendar years.
9
<PAGE>
The Company's Stock-Based Incentive Award Plan provides for the acceleration
of the vesting of awards granted thereunder, including restricted stock awards,
upon the occurrence of a "change in control" of the Company. The definition of
"change in control" in the Stock-Based Incentive Award Plan is substantially the
same as the definition of such term in the employment contracts referred to
above. Such acceleration will occur automatically unless the Board of Directors,
prior to the occurrence of the change in control, determines otherwise.
THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE GRAPH
THAT APPEARS IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE DEEMED TO BE SOLICITING
MATERIAL OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR INCORPORATED BY
REFERENCE IN ANY DOCUMENT SO FILED.
10
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
TO: THE BOARD OF DIRECTORS
As members of the Compensation Committee, we are responsible for
administering the Company's various incentive plans, including its Stock-Based
Incentive Award Plan and its annual Corporate Management Incentive Plan. In
addition, we review compensation levels of members of senior management,
evaluate the performance of corporate management and consider management
succession and related matters. The Committee reviews with the Board in detail
all aspects of compensation for the executive officers of the Company.
OVERALL COMPENSATION POLICIES
The Company's primary compensation policy, which the Committee endorses, is
that a substantial portion of each executive officer's annual compensation
should be based upon the Company's financial performance and the Committee's
subjective evaluation of each executive officer's contribution to that
performance. The Committee considers the importance of achievements that are
difficult to quantify, and accordingly recognizes qualitative indicators of
individual performance such as the development and execution of key corporate
strategies and demonstrated leadership ability. Each executive officer's annual
incentive compensation may not exceed 100% of his base salary.
The Committee also believes that executive compensation should serve to
attract and retain key employees and provide them with incentives to assist the
Company in achieving strategic and financial goals which ultimately should
enhance the value of the Company's stock. In that regard, in addition to the
base salary and bonus elements of executive compensation, the Company from time
to time provides long-term incentives to key employees through the grant of
stock options, restricted stock and other awards under the Company's Stock-Based
Incentive Award Plan.
To the extent readily determinable and as one of the factors in its
consideration of compensation matters, the Compensation Committee considers the
anticipated tax treatment to the Company and to its executive officers of
various payments and benefits. Some types of compensation payments and their
deductibility (e.g., the spread on exercise of non-qualified options) depend
upon the timing of an executive's vesting or exercise of previously granted
rights. In addition, interpretations of and changes in the tax laws and other
factors beyond the Committee's control also affect the deductibility of
compensation.
Section 162(m) of the Internal Revenue Code and the final regulations
thereunder affect the deductibility of executive compensation for federal income
tax purposes. Section 162(m) generally limits the Company's deduction to
$1,000,000 per year for compensation (other than certain qualified
performance-based compensation) paid to each of the Company's three executive
officers. If an executive officer chooses to defer any salary or bonus amounts
payable to him, the deferred amounts may be deductible by the Company in the
year of receipt, subject to the $1,000,000 limitation of Section 162(m) and any
other statutory limitations then in effect. The Committee is continuing to
analyze Section 162(m) and the regulations thereunder in order to determine
their impact on the Company's compensation policies. The Committee does not
necessarily expect to limit executive compensation to the maximum deductible
amount under Section 162(m). The Committee will consider various alternatives
designed to preserve the deductibility of compensation payments and benefits to
the extent reasonably practicable and to the extent consistent with its other
compensation objectives.
Prior to 1995, total compensation to Mr. Carroll approached, but did not
exceed, the maximum deductible amount under Section 162(m), in part because Mr.
Carroll deferred receipt of his annual incentive compensation. Although Mr.
Carroll deferred receipt of his annual incentive compensation otherwise payable
in 1995, the total compensation he received in 1995 exceeded the maximum
deductible amount by approximately $39,000. This was due primarily to the
combination of the vesting in December 1995 of an installment of a restricted
stock grant, coupled with the substantial increase in the market
11
<PAGE>
price of the Company's Common Stock in 1995. In 1996, Mr. Carroll's total
compensation received is also expected to exceed $1,000,000, as the final
installment of the restricted stock grant is scheduled to vest in December 1996.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
Mr. Carroll's employment agreement with the Company, which expires December
31, 1997, establishes Mr. Carroll's minimum annual base salary at $475,000 for
1995 and $515,000 for 1996.
In addition to his base salary, Mr. Carroll received a bonus for services
rendered in 1995 of $475,000 under the Company's annual Corporate Management
Incentive Plan (the "Management Incentive Plan"). Under the Management Incentive
Plan, the size of the bonus pool is based upon the Company's consolidated pretax
return on beginning net operating assets. Specifically, the bonus pool consists
of an amount equal to 10% of the amount by which consolidated pretax earnings
exceed a 12% return on beginning net operating assets, subject to a maximum
bonus pool of $1,050,000. Notwithstanding the maximum bonus pool, the Committee
may recommend to the Board and the Board may grant the payment of additional
bonus awards for outstanding performance in 1995, provided that in no event may
any executive officer's total bonus exceed 100% of his base salary in 1995.
After the total Management Incentive Plan bonus pool is calculated, the
executive officers determine the amount of bonuses to be paid to the Company's
other corporate management employees, based on the executive officers'
subjective evaluation of the individual performance of such members of
management. The management bonuses are deducted from the bonus pool and the
remainder of the bonus pool is allocated by the Committee among the executive
officers. Under the terms of the Management Incentive Plan, a total bonus pool
of $1,050,000 was generated for 1995 and the Committee recommended that
$1,025,000 be paid to all corporate management personnel. The Board of Directors
approved the bonus amounts recommended by the Committee.
In February 1995, the Committee granted to each of Messrs. Schlosser and
Gibbons options to purchase 4,500 shares of Common Stock. The options vest as to
70% of the shares on the first anniversary of the grant date and as to 10% of
the shares on each successive anniversary date, with full vesting occurring on
the fourth anniversary date. The Committee determined that each option grant was
appropriate based on the Committee's subjective evaluation of the executive
officers' performance in 1994 and its desire to encourage their continued strong
performance. In determining the amount of shares subject to each option, the
Committee considered such factors as the officer's position and years of
service, as well as the history of prior option grants to the officer.
The Company does not offer a long-term incentive plan, as such term is
defined in Item 402(a)(7)(iii) of Regulation S-K. The compensation of executive
officers consists principally of salary, annual bonus income and potential gains
from stock options and awards. The perquisites and other benefits received by
executive officers are incidental to employment. The aggregate amount of such
benefits for each executive officer is below threshold reporting requirements.
The Committee has reviewed each element of compensation for each of the
executive officers for 1995. The Committee reported to the Board that in the
Committee's opinion, the compensation of each executive officer is reasonable in
view of the Company's consolidated performance and the Committee's subjective
evaluation of each executive officer's contribution to that performance.
COMPENSATION COMMITTEE
James D. Woods
John D. Borie
Bryan L. Herrmann
Robert H. Hood, Jr.
February 14, 1996
12
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG WYNN'S INTERNATIONAL, INC., NEW YORK STOCK EXCHANGE MARKET INDEX
AND AUTOMOTIVE PARTS AND ACCESSORIES PEER GROUP**
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
WYNN'S INTERNATIONAL,
INC. PEER GROUP INDEX NYSE MARKET INDEX
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 101.08 127.91 129.41
1992 168.89 182.25 135.50
1993 177.22 256.85 153.85
1994 218.03 221.67 150.86
1995 299.92 236.65 195.61
</TABLE>
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
--------------------------------------------
1990 1991 1992 1993 1994 1995
---- ----- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Wynn's International, Inc.................... 100 101.08 168.89 177.22 218.03 299.92
Peer Group Index............................. 100 127.91 182.25 256.85 221.67 236.65
NYSE Market Index............................ 100 129.41 135.50 153.85 150.86 195.61
</TABLE>
- ------------------------
* $100 invested on December 31, 1990 in the Company's Common Stock and in the
New York Stock Exchange Market Index and the Automotive Parts and Accessories
Peer Group Index. Total return includes reinvestment of dividends if
applicable. Returns for the Company for the above period are not necessarily
indicative of future performance. Dates are for the calendar years ending on
December 31 of each year.
** Automotive Parts and Accessories Peer Group is comprised of 67 public
companies. The Peer Group and New York Stock Exchange Market Index
information was furnished by Media General Financial Services.
13
<PAGE>
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company has appointed Ernst & Young LLP as independent auditors of the
Company for the fiscal year ending December 31, 1996. The Board of Directors
recommends that the stockholders approve Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending December 31, 1996. Ernst &
Young LLP has been the Company's independent auditors since the Company's
incorporation in 1973 and has been the independent auditors for Wynn Oil Company
since 1967. In the event that the stockholders do not approve Ernst & Young LLP
as independent auditors, the selection of independent auditors will be
reconsidered by the Board of Directors.
A representative of Ernst & Young LLP will be (i) in attendance at the
Annual Meeting, (ii) able to make a statement if he or she so desires, and (iii)
available to respond to appropriate questions.
OTHER MATTERS
Management does not know of any other matters to be presented at the Annual
Meeting of Stockholders, but should any other matters requiring a vote of
stockholders arise, including a question of adjourning the meeting, the persons
named in the accompanying proxy will vote thereon according to their best
judgment.
UPON REQUEST, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 1995, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
WILL BE FURNISHED TO ANY STOCKHOLDER WITHOUT CHARGE BY THE COMPANY. ANY
STOCKHOLDER DESIRING A COPY SHOULD WRITE TO THE COMPANY AT THE ADDRESS SET FORTH
IN THE COVER PAGE OF THE PROXY STATEMENT, ATTENTION: GREGG M. GIBBONS,
SECRETARY.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1997 Annual Meeting of
the Company must be received by November 29, 1996 for inclusion in its 1997
Proxy Statement.
14
<PAGE>
WYNN'S INTERNATIONAL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY FOR ANNUAL MEETING MAY 8, 1996
The undersigned, a stockholder of WYNN'S INTERNATIONAL, INC., a
Delaware corporation (the "Company"), acknowledges receipt of a copy of
the Notice of Annual Meeting of Stockholders, the accompanying Proxy
Statement and the Annual Report to Stockholders for the year ended December
31, 1995; and, revoking any proxy previously given, hereby constitutes and
appoints James Carroll, Gregg M. Gibbons and Seymour A. Schlosser, and each
of them, his, her or its true and lawful agents and proxies with full
power of substitution in each, to vote the shares of Common Stock of the
Company standing in the name of the undersigned at the Annual Meeting of
Stockholders of the Company to be held at the Doubletree Hotel, 100 The
City Drive, Orange, California 92668, on Wednesday, May 8, 1996, at 10:00
A.M., local time, and at any adjournment thereof, on all matters coming
before said meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
<PAGE>
PLEASE MARK YOUR
VOTES AS INDICATED /X/
IN THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2, WHICH ARE
MATTERS PROPOSED BY THE BOARD OF DIRECTORS.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
WITHHELD
Item 1--ELECTION OF DIRECTORS FOR FOR ALL ITEM 2--APPROVAL OF ERNST & YOUNG LLP AS FOR AGAINST ABSTAIN
Nominees: / / / / INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 1996 / / / / / /
Barton Beek,
James Carroll
ITEM 3--IN THEIR DISCRETION, UPON ANY
OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING
</TABLE>
AUTHORITY TO VOTE FOR ANY NOMINEE NAMED MAY BE WITHHELD BY
LINING THROUGH THAT NOMINEE'S NAME.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREBY
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2, AND WILL BE VOTED IN ACCORDANCE WITH THE
DISCRETION OF THE PERSONS NAMED AS PROXIES ON ANY OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING. IF ANY NOMINEE BECOMES UNAVAILABLE FOR ANY
REASON, THE PERSONS NAMED AS PROXIES SHALL VOTE FOR THE ELECTION OF SUCH OTHER
PERSON AS THE BOARD OF DIRECTORS MAY PROPOSE TO REPLACE SUCH NOMINEE.
Signature(s) _______________________________________ Date ____________________
NOTE: This Proxy must be signed exactly as your name appears hereon.
Executors, administrators, trustees, etc., should give their full title, as
such. If the stockholder is a corporation, a duly authorized officer should
sign on behalf of the corporation and should indicate his or her title.
