WYNNS INTERNATIONAL INC, DEF 14A, 1998-03-26

WYNNS INTERNATIONAL INC
DEF 14A, 1998-03-26
GASKETS, PACKG & SEALG DEVICES & RUBBER & PLASTICS HOSE

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<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
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12

WYNN'S INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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:
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(4) Date Filed:
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<PAGE>
WYNN'S INTERNATIONAL, INC.
500 NORTH STATE COLLEGE BOULEVARD, SUITE 700
ORANGE, CALIFORNIA 92868

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 29, 1998

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

The Annual Meeting of Stockholders of Wynn's International, Inc., a Delaware
corporation (the "Company"), will be held on April 29, 1998 at 9:00 a.m. at 500
North State College Boulevard, Suite 700, Orange, California, to consider and
vote on the following:

1. Re-election of three directors for three-year terms ending in 2001;

2. Approval of Ernst & Young LLP as the Company's independent auditors for
1998;

3. Approval of an amendment to the Company's Certificate of Incorporation
to reduce the par value of the Company's Common Stock from $1.00 per
share to $0.01 per share; and

4. Transaction of any other business properly before the meeting.

The Board of Directors has fixed March 12, 1998 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. Please
execute the enclosed proxy card and return it without delay in the enclosed
postage-paid envelope. If you attend the meeting, you may withdraw your proxy
and vote personally on each matter.

By Order of the Board of Directors

/s/ Wendy K. K. Nishikawa

Wendy K. K. Nishikawa

SECRETARY

Orange, California
March 26, 1998
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
NOTICE OF ANNUAL MEETING.................................................. Cover

PROXY PROCEDURES.......................................................... 3
Voting by Proxy; Revocability........................................... 3
Intended Vote of Proxy Holders.......................................... 3
Shares Entitled to Vote................................................. 3
Voting and Tabulation Procedures........................................ 4
Cost of Solicitation.................................................... 4

PROPOSALS TO BE VOTED UPON................................................ 4
Proposal 1--Election of Directors....................................... 4
Proposal 2--Approval of Independent Public Accountants.................. 4
Proposal 3--Amendment to Certificate of Incorporation to Reduce the Par
Value of the Company's Common Stock................................... 5

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD............................ 7
Biographical Information................................................ 7
Committees of the Board................................................. 8
Attendance at Board and Committee Meetings.............................. 9
Compensation of Directors............................................... 9
Certain Relationships and Related Transactions.......................... 9

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............ 10
Stock Ownership of Certain Beneficial Owners............................ 10
Stock Ownership of Directors and Executive Officers..................... 11

EXECUTIVE COMPENSATION.................................................... 12
Summary Compensation Table.............................................. 12
Aggregated Option Exercises in Last Fiscal Year and FY-End Option
Values................................................................ 13
Performance Share Award Activity........................................ 13
Defined Benefit Plans................................................... 13
Employment Contracts and Change-in-Control Arrangements................. 15
Compensation Committee Interlocks and Insider Participation............. 15
Section 16(a) Beneficial Ownership Reporting Compliance................. 15

REPORT OF COMPENSATION COMMITTEE.......................................... 16

PERFORMANCE GRAPH......................................................... 19

GENERAL INFORMATION....................................................... 19
Obtaining a Copy of the Company's Annual Report on Form 10-K............ 19
Deadline for Stockholder Proposals...................................... 19

EXHIBITS
Exhibit A--Article Fourth of Certificate of Incorporation as Proposed to
be Amended.............................................................. 20
</TABLE>
<PAGE>
WYNN'S INTERNATIONAL, INC.

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

PROXY STATEMENT

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

We are sending this Proxy Statement to you, the stockholders of Wynn's
International, Inc. ("the Company"), as part of the Board of Directors'
solicitation of proxies to be voted at the Company's Annual Meeting of
Stockholders on April 29, 1998, at 9:00 a.m. and at any adjournments of the
meeting. The Annual Meeting will be held at the Company's executive offices at
500 North State College Boulevard, Suite 700, Orange, California 92868.

We are mailing this Proxy Statement and proxy card on or about March 26,
1998. We are also enclosing a copy of our 1997 Annual Report to Stockholders,
which includes the Company's 1997 financial statements. The Annual Report is
not, however, part of the proxy materials.

PROXY PROCEDURES

VOTING BY PROXY; REVOCABILITY

You are cordially invited to attend the Annual Meeting. Whether or not you
expect to attend in person, we urge you to sign and date the enclosed proxy card
and return it in the enclosed, prepaid envelope. You have the right to revoke
your proxy at any time prior to the time your shares are actually voted by (i)
giving written notice to the Corporate Secretary of the Company, (ii)
subsequently signing and submitting a later dated proxy card or (iii) attending
the Annual Meeting and voting in person. Please note that attending the meeting
will not by itself revoke your proxy.

INTENDED VOTE OF PROXY HOLDERS

Unless contrary instructions are indicated on the proxy card, all shares
represented by valid proxy cards received (and not revoked before they are
voted) will be voted as follows:

FOR re-election of the three director nominees named below;

FOR approval of Ernst & Young LLP as the Company's independent auditors for
the 1998 fiscal year; and

FOR approval of an amendment to the Company's Certificate of Incorporation
to reduce the par value of the Company's Common Stock from $1.00 per share
to $0.01 per share.

If you specify contrary instructions on your proxy card, your shares will be
voted in accordance with your instructions.

We do not know of any other matters to be presented at the Annual Meeting.
However, if other matters are properly presented at the meeting, the persons
named in the proxy card will vote on them in accordance with their judgment.

SHARES ENTITLED TO VOTE

As of the close of business on March 12, 1998, there were outstanding
19,301,381 shares of Common Stock. Common Stock is the only class of securities
of the Company outstanding. Each share of Common Stock is entitled to one vote.
Only stockholders of record at the close of business on March 12, 1998 are
entitled to vote at the Annual Meeting.

3
<PAGE>
VOTING AND TABULATION PROCEDURES

The Company has appointed an Inspector of Elections who will count all votes
cast by proxy or in person at the Annual Meeting. The Inspector of Elections
will adhere to the following guidelines in tabulating votes:

ABSTENTIONS--Proxies reflecting abstentions are counted as shares present
and entitled to vote for purposes of determining (i) the presence of a quorum,
and (ii) the outcome of any matter submitted to the stockholders for a vote.
Abstentions will be disregarded in the determination of voting results on
matters requiring a plurality of votes (e.g., election of directors). On matters
requiring the affirmative vote of a majority of the shares present and entitled
to vote (e.g., approval of independent auditors) or a majority of the
outstanding shares (e.g., amending the Company's Certificate of Incorporation),
abstentions are treated the same as a vote "against" the matter.

BROKER NON-VOTES--"Broker non-votes" are shares held by brokers or nominees
for which the broker or nominee (i) lacks discretionary power to vote and (ii)
has not received specific voting instructions from the beneficial owner. Broker
non-votes count as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. However, when a broker or nominee
physically indicates on the proxy that it does not have discretionary authority
to vote some or all of the underlying shares on a particular matter, those
shares will be treated as abstentions with respect to that matter.

UNMARKED PROXIES--Any unmarked proxies, including those submitted by brokers
or nominees, will be voted as indicated in the accompanying proxy card (i.e., as
a vote FOR the proposals discussed in this Proxy Statement).

COST OF SOLICITATION

The Company will pay the cost of soliciting proxies. In addition to
solicitations by mail, some of the Company's directors, officers and regular
employees may, without extra compensation, conduct additional solicitation by
telephone and personal interview.

PROPOSALS TO BE VOTED UPON

PROPOSAL 1--ELECTION OF DIRECTORS

At the Annual Meeting, you will be asked to elect three directors for terms
of three years or until their successors are elected and qualified. You are
entitled to one vote per share for each of the three directors to be elected.
The candidates receiving the highest number of votes will be elected.

The nominees for election are Bryan L. Herrmann, Robert H. Hood, Jr. and
Richard L. Nelson. Each nominee is a member of the Company's Board of Directors
elected to his present term of office at a prior annual meeting. Each has
consented to be named as a nominee in this Proxy Statement and to serve as a
director if elected. (See page 7 for additional information about the nominees).

If any nominee becomes unavailable to stand for re-election, the persons
named in the proxy card will vote for the candidate that the Board selects to
replace the nominee.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE THREE NOMINEES.
------------------------

PROPOSAL 2--APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS

Ernst & Young LLP has been our independent auditors since the Company's
incorporation in 1973, and has been Wynn Oil Company's auditors since 1967. The
Board of Directors and the Audit Committee believe that the knowledge of the
Company developed by Ernst & Young over the course of its long-term relationship
with the Company is invaluable. Consequently, the Board has appointed Ernst &
Young as the Company's independent auditors for the 1998 fiscal year, and seeks
your approval of this decision.

4
<PAGE>
An Ernst & Young representative will attend the Annual Meeting to answer
appropriate questions and make a statement if he so desires.

Approval of this proposal requires the affirmative vote of the holders of a
majority of the shares of Common Stock present in person or represented by proxy
and entitled to vote at the meeting. If the stockholders do not approve Ernst &
Young as independent auditors, the Board will reconsider its selection of
independent auditors.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THIS
PROPOSAL.

PROPOSAL 3--AMENDMENT TO CERTIFICATE OF INCORPORATION TO REDUCE THE PAR VALUE OF
THE COMPANY'S COMMON STOCK

THE PROPOSED AMENDMENT

The Board of Directors has approved, and recommends that you approve, an
amendment to the Company's Certificate of Incorporation to reduce the par value
of the Company's Common Stock from $1.00 per share to $0.01 per share. Delaware
law requires that the Company's stockholders must approve such an amendment in
order for it to take effect. If the amendment is approved, Article FOURTH of the
Company's Certificate of Incorporation will read as set forth in Exhibit A
attached to this Proxy Statement. Assuming the amendment is approved by the
stockholders, it will take effect when we file it with the Delaware Secretary of
State.

WHAT IS PAR VALUE?

The Company is a Delaware corporation. Delaware law requires that each
Delaware corporation specify in its Certificate of Incorporation a par value for
its stock, or indicate that its stock has no par value. Historically, the par
value of a company's stock represented the amount of the original investment for
each share of stock. This is no longer the case. Today, par value is little more
than an assigned amount used to compute the accounting value of a company's
stock on its balance sheet.

When the Company was formed, the par value of its Common Stock was set at
$1.00 per share. There was no special significance in this choice other than the
fact that $1.00 is a small, round number which is easy to work with in balance
sheet calculations. The Common Stock's par value is reflected in the
Stockholders' Equity section of the Company's balance sheet. There, the "Common
stock, $1 par value" account is equal to the number of outstanding shares of
Common Stock multiplied by $1.00. For example, on the Consolidated Balance
Sheets on page 23 of the Annual Report accompanying this Proxy Statement, the
"Common stock, $1 par value" account indicates that there are 21,860,511 shares
of Common Stock outstanding (including Treasury Shares), having an aggregate par
value of $21,861,000 (rounded to the nearest thousand).

In most instances when the Company issues shares, it receives consideration
that exceeds the par value per share. When this occurs, we add $1.00 of each
share's consideration to the "Common stock, $1 par value" account, and treat the
remainder of the consideration as "Capital in excess of par value." For example,
if the Company were to issue a share of Common Stock for $20.00, we would add
$1.00 to the "Common stock, $1 par value" account, and add the remaining $19.00
to the "Capital in excess of par value" account.

WHY SHOULD THE COMPANY REDUCE THE PAR VALUE OF ITS COMMON STOCK?

Until recently, the $1.00 par value has worked well for the Company.
However, the Company's most recent stock split, which was the fourth in five
years, has raised an accounting issue that has led the Board to reexamine the
par value of the Company's Common Stock.

5
<PAGE>
Each time the Company adopts a stock split, we must attribute par value to
the newly issued shares even though the Company does not actually receive
consideration for those shares. For example, the January 1998 three-for-two
split resulted in the issuance of approximately 7.3 million shares, including
Treasury Shares. Consequently, at $1 par value per share, we had to assign $7.3
million of aggregate par value to those newly issued shares. Historically, we
have accounted for this amount by reducing the "Capital in excess of par value"
account and increasing the "Common stock, $1 par value" account within the
Stockholders' Equity section of our balance sheet.

The recent stock splits have gradually depleted the Company's "Capital in
excess of par value" account. If there is insufficient capital in excess of par
value to cover the par value requirements of a stock split, then we must account
for any additional amounts as a reduction of the Company's "retained earnings"
account. The "retained earnings" account represents the Company's accumulated
earnings which have not been distributed to stockholders. Even though
reclassifying an amount from the "retained earnings" account to the "Common
stock, $1 par value" account does not affect the Company's total Stockholders'
Equity, companies generally try not to charge or reduce retained earnings for a
variety of reasons. For example, if the "retained earnings" account were to
become severely depleted, it might affect the Company's ability to pay future
cash dividends on its Common Stock.

We can easily remedy this incidental depletion in the "Capital in excess of
par value" account by changing the par value of the Company's Common Stock. By
reducing par value from $1.00 to $0.01 per share, the amount in the "Capital in
excess of par value" account will be sufficient to fund future stock splits
without the Company having to reduce the "retained earnings" account. The
reduction in par value will have no effect on the Company's total Stockholders'
Equity. It will merely change the respective balances in the "Common stock, $1
par value" and "Capital in excess of par value" accounts.

IS THERE A DISADVANTAGE TO THE PROPOSED PAR VALUE REDUCTION?

If the proposed amendment is adopted, we will incur some minor
administrative expenses in filing the amendment with the Delaware Secretary of
State and in printing new stock certificates for future use. Other than these
immaterial expenses, we are not aware of any disadvantage or cost associated
with adoption of the proposed amendment.

VOTE REQUIRED FOR APPROVAL

Adoption of the proposed amendment to the Company's Certificate of
Incorporation requires the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ADOPTION OF THE
PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION.

OTHER MATTERS

We do not know of any other matters to be presented at the Annual Meeting of
Stockholders. If any other matters requiring a stockholder vote properly arise,
including a question of adjourning the meeting, the persons named in the
accompanying proxy card will vote on those matters according to their best
judgment.

6
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

The Company's Board of Directors currently consists of seven directors. In
addition, there is one vacancy on the Board resulting from John D. Borie's
retirement as a director in the fall of 1997. The Board is divided into three
classes. Two of the classes have three directors and the other class has two
directors. Only one class is elected each year.

The following information about each nominee was furnished by the nominee.

NOMINEES FOR ELECTION AS DIRECTORS TO
SERVE THREE-YEAR TERMS

<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE DURING PAST DIRECTOR
NAME AGE FIVE YEARS AND CERTAIN OTHER DIRECTORSHIPS SINCE
- ------------------------ --- ----------------------------------------------------------------- --------
<S> <C> <C> <C>
Bryan L. Herrmann....... 62 Chairman, Base Camp 9 Corp. (1990-present) (recreational 1975
equipment); General Partner, MOKG 1984 Investment Partners Ltd.
(1984-1996) (investment banking); Chairman and Chief Executive
Officer, Spaulding Composites Company (1992-1994) (industrial
composite materials); Trustee of Angelus Mortgage Investment
Trust; a Director and member of the Compensation Committee and
Stock Awards Committee.
Robert H. Hood, Jr...... 65 President, Douglas Aircraft Company (1989-1996) (aircraft 1993
manufacturing); President, McDonnell Douglas Missile Systems,
Inc. (1988-1989) (defense contractor); a Director and member of
the Compensation Committee and Stock Awards Committee.
Richard L. Nelson....... 68 Independent business consultant (1983-present); Partner, Ernst & 1994
Young LLP (1969-1983); a Director and Chairman of the Audit
Committee.
</TABLE>

Set forth below is information concerning each of the other four directors
of the Company whose three-year terms of office will continue after the 1998
Annual Meeting of Stockholders.

DIRECTORS WHOSE TERMS EXPIRE IN MAY 1999

7
<PAGE>
DIRECTORS WHOSE TERMS EXPIRE IN MAY 2000

James D. Woods.......... 66 Chairman Emeritus and Consultant for Baker Hughes Incorporated 1990
(1997-present) (oil field services and process technologies);
Chairman of the Board and Chief Executive Officer of Baker
Hughes Incorporated (1987-1996); director of The Kroger Co.,
Varco International, Inc. and Howmet International, Inc.; a
Director, Chairman of the Compensation Committee, Chairman of
the Stock Awards Committee and a member of the Nominating
Committee.
</TABLE>

COMMITTEES OF THE BOARD

The Board of Directors maintains the five committees listed below. The Board
normally designates committee members at the annual organizational meeting of
the Board following the Annual Meeting of Stockholders. The committees on which
each director currently serves are listed in his biographical information on
pages 7 and 8.

AUDIT COMMITTEE--The Audit Committee has responsibility for consulting with
the Company's officers regarding the appointment of independent public
accountants as the Company's auditors, discussing the scope of the auditors'
examination and reviewing the Company's annual financial statements and
accounting policies. The Audit Committee met twice during 1997.

COMPENSATION COMMITTEE--The Compensation Committee is responsible for
recommending the cash compensation of the Company's officers, administering the
Company's annual Corporate Management Incentive Plan and considering management
succession issues. The Compensation Committee met twice during 1997.

STOCK AWARDS COMMITTEE--The Stock Awards Committee is a subcommittee of the
Compensation Committee. The Stock Awards Committee must consist entirely of
directors who are both "non-employee directors" under applicable federal
securities laws and "outside directors" under applicable tax laws. The Stock
Awards Committee is authorized to grant stock options, stock appreciation
rights, restricted stock awards and performance share awards to eligible
employees of the Company. The Stock Awards Committee met twice during 1997.

EXECUTIVE COMMITTEE--The Executive Committee has all the power and authority
of the Board of Directors, except the power and authority to:

(i) amend the Company's Certificate of Incorporation or Bylaws;

(ii) adopt an agreement of merger or consolidation or 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

8
<PAGE>
(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 1997.

NOMINATING COMMITTEE--In December 1997 the Board of Directors established a
Nominating Committee. The Nominating Committee is responsible for developing and
submitting to the Board (i) criteria for evaluating director nominees and
existing Board members and (ii) recommendations regarding Board composition,
size and director tenure. The Nominating Committee's charter does not include
procedures for stockholders formally to submit the names of potential nominees
to the Board. The Nominating Committee did not meet during 1997.

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

During 1997, the Board of Directors met five times. Each director attended
at least 75% of the 1997 Board meetings, and, except for Mr. Beek and Mr. Woods,
each director attended at least 75% of the aggregate number of 1997 meetings of
the Board Committees on which he served. Mr. Beek and Mr. Woods each were unable
to attend one of the two 1997 Compensation Committee meetings.

COMPENSATION OF DIRECTORS

RETAINER AND MEETING FEES

During 1997, the Company compensated each director, except Mr. Bellwood and
Mr. Carroll, for his services by payment of (i) a quarterly retainer of $4,000,
(ii) $2,000 for each Board meeting attended and (iii) $1,000 for each Audit
Committee and Compensation Committee meeting attended. The Company did not pay a
separate fee to Stock Awards Committee members for attending its 1997 meetings.

In 1997, Mr. Bellwood received a monthly retainer fee of $6,333 for his
continuing services as Chairman Emeritus 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 1997, Mr. Bellwood was reimbursed for supplemental medical
expenses of $3,827 and tax preparation charges of $2,000, and continued to
participate in the Company's group health plans.

The Company does not pay directors who are Company employees any fees or
additional remuneration for serving as a member of the Board or any of its
Committees. Therefore, Mr. Carroll did not receive any such fees or remuneration
during 1997.

NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

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 6,750 shares of Common Stock. Upon
reelection to the Board, non-employee directors receive options to purchase
3,375 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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Director Barton Beek currently is of counsel to O'Melveny & Myers LLP, a law
firm that the Company retained during 1997 and continues to retain in 1998 to
handle various legal matters.

9
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table indicates the beneficial ownership of stockholders who
we know to hold more than 5% of the Company's Common Stock. The table is based
on information we received from those stockholders. Unless otherwise indicated,
the table reflects information as of March 12, 1998.

<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS BENEFICIALLY PERCENTAGE OF SHARES
OF BENEFICIAL OWNER OWNED(1) BENEFICIALLY OWNED(2)
- -------------------------------------------------- -------------------- -----------------------
<S> <C> <C>
Mario J. Gabelli ................................. 4,492,535(3) 23.3
One Corporate Center
Rye, New York 10580

FMR Corp. ........................................ 2,499,562(4) 13.0
82 Devonshire Street
Boston, Massachusetts 02109

James Carroll .................................... 1,212,754(5) 6.2
P.O. Box 14143
Orange, California 92863

Wynn Foundation .................................. 1,092,997 5.7
P.O. Box 14143
Orange, California 92863
</TABLE>

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

(1) All share numbers are adjusted to reflect the Company's three-for-two stock
split effected in January 1998.

(2) When a stockholder holds options exercisable within 60 days of March 12,
1998, we treat the Common Stock underlying those options as outstanding
shares when we calculate that stockholder's percentage ownership of the
Company's Common Stock. However, we do not consider that Common Stock to be
outstanding when we calculate the percentage ownership of any other
stockholder.

(3) These shares are owned by various entities engaged primarily in providing
investment advisory services for their clients. Mr. Gabelli directly or
indirectly controls and acts as chief investment officer for such entities.
He or they have sole voting power with respect to 4,442,754 shares, sole
dispositive power with respect to 4,492,535 shares and no voting power with
respect to 49,781 shares. Except for 109,000 shares owned by Gabelli
Performance Partnership, 3,375 shares owned by Gabelli Asset Management
International Advisory Services and 2,025 shares owned by Mr. Gabelli
personally, Mr. Gabelli disclaims any economic interest in the above
reported shares. The share information reflected is based on Mr. Gabelli's
Schedule 13D dated October 2, 1997 and a Form 4 filed for the month of
January 1998.

(4) Includes shares beneficially owned by Fidelity Management & Research Company
and Fidelity Management Trust Company, each a wholly-owned subsidiary of FMR
Corp. FMR has sole voting power with respect to 559,275 shares only. It has
sole dispositive power with respect to 2,499,562 shares. The share
information reflected is based on the Schedule 13G filed by FMR Corp. for
the year ended December 31, 1997.

(5) Includes 243,000 shares purchasable within 60 days of March 12, 1998 upon
the exercise of stock options. Excludes 83,334 shares owned by members of
Mr. Carroll's family, as to which shares Mr. Carroll disclaims beneficial
ownership.

10
<PAGE>
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table indicates how much Common Stock the Company's directors
and executive officers owned on March 12, 1998.

<TABLE>
<CAPTION>
NAME OF NUMBER OF SHARES PERCENTAGE OF SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED(1) BENEFICIALLY OWNED(2)
- ------------------------------------------------------ --------------------- ---------------------
<S> <C> <C>
James Carroll......................................... 1,212,754(3) 6.2
Barton Beek........................................... 14,511(4) *
Wesley E. Bellwood.................................... 19,067(5) *
Bryan L. Herrmann..................................... 13,158(6) *
Robert H. Hood, Jr.................................... 13,162(7) *
Richard L. Nelson..................................... 13,161(8) *
James D. Woods........................................ 14,174(9) *
John W. Huber......................................... 126,749(10) *
Seymour A. Schlosser.................................. 140,190(11) *
Gregg M. Gibbons...................................... 168,085(12) *
All directors and executive officers as a group (10
persons)............................................ 1,735,011(13) 8.7
</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.

(3) Includes 243,000 shares purchasable within 60 days of March 12, 1998 upon
the exercise of stock options. Excludes 83,334 shares owned by members of
Mr. Carroll's family, as to which shares Mr. Carroll disclaims beneficial
ownership.

(4) Includes 9,449 shares purchasable within 60 days of March 12, 1998 upon the
exercise of stock options.

(5) Includes 3,037 shares purchasable within 60 days of March 12, 1998 upon the
exercise of stock options. Excludes 1,092,997 shares owned by the Wynn
Foundation, of which Mr. Bellwood is a Trustee. See the table on page 10.

(6) Includes 6,387 shares purchasable within 60 days of March 12, 1998 upon the
exercise of stock options.

(7) Includes 5,062 shares purchasable within 60 days of March 12, 1998 upon the
exercise of stock options.

(8) Includes 6,411 shares purchasable within 60 days of March 12, 1998 upon the
exercise of stock options.

(9) Includes 7,424 shares purchasable within 60 days of March 12, 1998 upon the
exercise of stock options.

(10) Includes 95,737 shares purchasable within 60 days of March 12, 1998 upon
the exercise of stock options.

(11) Includes 125,830 shares purchasable within 60 days of March 12, 1998 upon
the exercise of stock options.

(12) Includes 90,665 shares purchasable within 60 days of March 12, 1998 upon
the exercise of stock options.

(13) Includes 593,002 shares purchasable within 60 days of March 12, 1998 upon
the exercise of stock options.

11
<PAGE>
EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table describes the amounts and forms of compensation the
Company's four executive officers received over the preceding three fiscal
years.

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------
AWARDS
ANNUAL ----------------------------
COMPENSATION RESTRICTED SECURITIES
------------------ STOCK UNDERLYING ALL OTHER
SALARY BONUS AWARD(S) OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(A) ($)(A) ($) (#) ($)(B)
- ---------------------------------------- ---- -------- -------- ------------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
James Carroll .......................... 1997 $515,000 $515,000 -0- -0- $ 4,000
Chairman and Chief Executive 1996 $515,000 $515,000 $ 151,825(D) -0- $ 3,750
Officer(C) 1995 $475,000 $475,000 -0- -0- $ 3,750

John W. Huber .......................... 1997 $326,000 $326,000 -0- -0- $148,377(F)
President and Chief Operating 1996 $226,000 $226,000 -0- 22,500 $ 3,750
Officer(E) 1995 $210,000 $210,000 -0- 10,125 $ 3,750

Seymour A. Schlosser ................... 1997 $236,000 $236,000 -0- -0- $ 4,000
Vice President--Finance and Chief 1996 $216,500 $216,500 -0- -0- $ 3,750
Financial Officer 1995 $200,000 $200,000 -0- 10,125 $ 3,750

Gregg M. Gibbons ....................... 1997 $230,000 $230,000 -0- -0- $ 4,000
Vice President--Corporate Affairs and 1996 $211,000 $211,000 -0- -0- $ 3,750
General Counsel(G) 1995 $195,000 $195,000 -0- 10,125 $ 3,750
</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) Unless otherwise noted, this column reflects only amounts contributed to the
Company's 401(k) Plan, a qualified defined contribution plan, for the
accounts of the named executive officers.

(D) On December 11, 1996, Mr. Carroll was granted a restricted stock award of
11,250 shares at a cost to Mr. Carroll of approximately $0.01 per share. The
shares vested on December 11, 1997. Regular dividends were paid on the
restricted stock.

(E) Mr. Huber became President and Chief Operating Officer of the Company in
December 1996. Compensation paid to Mr. Huber in 1996 and 1995 in his prior
capacity as President and Chief Executive Officer of the Company's
subsidiary, Wynn's-Precision, Inc., is included on the table for
informational purposes.

(F) The Company reimbursed Mr. Huber for moving expenses in the amount of
$144,377 to relocate to Southern California.

(G) Prior to December 31, 1997, Mr. Gibbons also served as the Company's
Secretary.

12
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FY-END AT FY-END
ACQUIRED ON VALUE (#) ($)(A)
EXERCISE REALIZED ----------------------- -----------------------
NAME (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------------------ ----------- ------------ ----------------------- -----------------------
<S> <C> <C> <C> <C>
James Carroll....................... 303,750 $ 3,841,425 243,000/0 $4,204,710/$0
John W. Huber....................... -0- $ -0- 92,192/11,309 $1,343,950/$120,923
Seymour A. Schlosser................ 22,500 $ 250,200 122,286/4,558 $1,975,646/$68,603
Gregg M. Gibbons.................... 28,417 $ 340,162 87,120/4,558 $1,440,072/$68,603
</TABLE>

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

(A) Market value of the underlying securities at year end minus the exercise
price of "in-the-money" options.

PERFORMANCE SHARE AWARD ACTIVITY

SUMMARY OF EMPLOYEE STOCK BONUS POLICY

Since February 1994, the Company has maintained 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, all stock
option awards granted after January 1, 1994 are accompanied by a performance
share award contingent upon exercise of the associated options.

The performance share award entitles the recipient to receive one share of
Common Stock for every five shares purchased upon the exercise of the stock
option if the recipient satisfies two conditions. The recipient must (i)
maintain continuous record ownership of the option shares for three years and
(ii) remain continuously employed by the Company during the three-year period.
During this period, the recipient does not enjoy any rights of a stockholder
with respect to the performance shares.

Upon completion of the three-year holding period and satisfaction of the
continuous employment requirement, the recipient will receive the shares of
Common Stock covered by the performance share award. The recipient will also
receive an amount equal to the amount of dividends, without interest, that would
have been paid on the Common Stock if the recipient had received the shares at
the time the associated stock options were exercised.

PRIOR PERFORMANCE SHARE AWARDS TO EXECUTIVE OFFICERS

Messrs. Huber, Schlosser and Gibbons have received performance share awards
for a total of 14,588, 9,088, and 9,088 contingent performance shares,
respectively, since January 1, 1994 pursuant to the Stock Policy. Neither Mr.
Huber nor Mr. Schlosser has exercised any options associated with performance
share awards. In 1996, Mr. Gibbons exercised options associated with 2,306
performance shares.

1997 PERFORMANCE SHARE ACTIVITY OF EXECUTIVE OFFICERS

No performance share awards were made to any executive officers in 1997. In
1997, Mr. Gibbons exercised options associated with 621 performance shares.

DEFINED BENEFIT PLANS

WYNN'S INTERNATIONAL, INC. RETIREMENT PLAN

The Company's Retirement Plan, in which most employees of the Company and
two 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.

13
<PAGE>
BENEFIT CALCULATION--Benefits under the Retirement Plan are based upon the
employees' earnings and length of service with the Company. Because the Plan has
been amended at various times to comply with new regulations, three different
benefit calculation formulas apply up to the maximum includable compensation:

- 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;

- For each credited year of service BETWEEN JANUARY 1, 1978 AND DECEMBER 31,
1988, a participant will receive an annual benefit of 1% of his or her
salary below the social security wage base and 2% of his or her salary in
excess of the social security wage base; and

- For each credited year of service BEFORE 1978, a participant will receive
an annual benefit calculated by adding 0.75% of past earnings up to
$16,500 and 1.25% of past earnings over $16,500 multiplied by the
participant's total years of past service.

A vested participant may retire as early as age 55, but his or her 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 it qualified tax status.

EXECUTIVE OFFICER ESTIMATED ANNUAL BENEFITS--Messrs. Schlosser and Gibbons
have completed nine and twenty 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 $20,123.
Assuming Mr. Schlosser remains employed with the Company for the next thirteen
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 $29,949. Assuming Mr. Gibbons remains
employed with the Company for the next twenty years until his normal retirement
age, his estimated annual benefit under the Retirement Plan payable upon
retirement will be approximately $108,459.

WYNN'S-PRECISION, INC. SALARIED EMPLOYEES' PENSION PLAN

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.

BENEFIT CALCULATION--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
that 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 his or her 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 it qualified tax status.

Mr. Carroll has completed eighteen 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 $82,711.

During his career with the Company, Mr. Huber has completed twelve years of
service and has earned benefits under both the Company's Retirement Plan and the
Precision Plan. Mr. Huber's current estimated

14
<PAGE>
annual benefit under the two plans payable upon retirement at age 65 is
approximately $35,539. Assuming Mr. Huber remains employed with the Company for
the next twelve years until his normal retirement age, his estimated annual
benefit under the two plans payable upon retirement will be approximately
$71,181.

EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS

The Company has entered into employment contracts with Messrs. Carroll,
Huber, Schlosser and Gibbons, which expire December 31, 1999. These contracts
provide for an annual salary to be fixed by the Board of Directors for 1998 and
1999 at not less than $566,500 for Mr. Carroll, $365,000 for Mr. Huber, $259,600
for Mr. Schlosser and $253,000 for Mr. Gibbons. Increases above these minimums
are entirely within the Board's discretion.

The employment contracts contain provisions designed to alleviate the
executive officers' potential concerns over a possible "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 under
federal securities regulations; (b) any person becomes the beneficial owner of
40% or more of the Company's outstanding voting securities; 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. Huber, 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 his highest annual compensation, including salary and bonus, for services
rendered in any of the three most recent calendar years.

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 in the employment contracts. Such acceleration will occur
automatically unless the Board of Directors, prior to the occurrence of the
change in control, determines otherwise.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Beek is of counsel to O'Melveny & Myers LLP, a law firm that the Company
retains regularly to handle a variety of legal matters.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers and directors,
the Company believes that its executive officers and directors complied with all
applicable Section 16(a) filing requirements in 1997.

15
<PAGE>
THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE GRAPH
THAT APPEARS IMMEDIATELY AFTER IT SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL
OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR INCORPORATED BY
REFERENCE IN ANY DOCUMENT SO FILED.

REPORT OF THE COMPENSATION COMMITTEE

TO: THE BOARD OF DIRECTORS

The Compensation Committee is responsible for administering the Company's
annual Corporate Management Incentive Plan, evaluating the performance and
compensation levels of the Company's senior executives and considering
management succession and related matters. The Committee reviews with the Board
in detail all aspects of compensation for the Company's executive officers.

OVERALL COMPENSATION POLICIES

Consistent with the Company's goal of maximizing stockholder value, the
Committee adheres to the following policies in structuring executive
compensation:

- A substantial portion of each executive officer's annual compensation
should be tied to the Company's overall financial performance.

- Each officer's individual performance and contribution to the Company's
results should also be taken into account.

- Compensation levels should be appropriate to attract, retain and motivate
talented executives.

- Executive officers and key employees should have a strong incentive to
advance the Company's long-term strategic and financial goals, and not
merely be concerned with its shorter-term financial performance.

- The tax implications to the Company and its executive officers of various
payments and benefits should be considered in structuring total executive
compensation.

The Committee relies principally on three forms of compensation to pursue
these policies: annual salary, annual bonus and stock-based awards.

ANNUAL COMPENSATION

Annual compensation for executive officers consists mainly of a base salary
and a performance-based bonus. The size of the available bonus pool is
determined under the Company's Corporate Management Incentive Plan (the
"Management Incentive Plan") based on the Company's annual financial results.

Under the 1997 Management Incentive Plan, the bonus pool's size is based on
the Company's pretax return on beginning stockholders' equity. Specifically, the
pool equals 10% of the amount by which consolidated pretax earnings exceed an
18% return on beginning stockholders' equity, subject to a maximum bonus pool of
$1,675,000. The 1997 performance threshold represents a significant increase
over the 1996 Management Incentive Plan, which set the threshold at a 15% return
on beginning net operating assets.

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 their evaluation of each
employee's individual performance. The Compensation Committee then decides

16
<PAGE>
how to allocate the remainder of the bonus pool to the executive officers,
subject to a maximum payment of 100% of the executive officer's base salary.

In evaluating each executive officer's performance and contribution to the
Company's financial results, the Committee considers not only measurable
accomplishments, but also achievements which are more difficult to quantify such
as the development and execution of key corporate strategies and demonstrated
leadership ability. Based on these factors, the Committee arrives at incentive
compensation figures for each of the executive officers.

Notwithstanding the maximum bonus pool, the Committee may recommend to the
Board, and the Board may grant, additional bonus awards for outstanding
performance. However, an executive officer's total bonus may not exceed 100% of
his base salary in that year.

LONG-TERM INCENTIVES

In addition to the base salary and bonus elements of executive compensation,
the Stock Awards Committee from time to time provides long-term incentives to
the executive officers and other key employees through the grant of stock
options, restricted stock and other awards under the Company's Stock-Based
Incentive Award Plan. The Company does not, however, offer a long-term incentive
plan within the meaning of Item 402(a)(7)(iii) of Regulation S-K.

In determining whether stock-based awards are appropriate for a particular
executive officer, the Stock Awards Committee considers both the Company's
overall performance and the executive's contribution to that performance. The
Stock Awards Committee also considers what challenges and strategic goals each
officer will face in the coming years, and whether a stock-based award would
provide the executive with an effective incentive to exert exceptional effort to
achieve the difficult objective.

CONSIDERATION OF TAX IMPLICATIONS

As one of the factors in its consideration of compensation matters, but not
necessarily a decisive one, the Compensation Committee considers the anticipated
tax treatment to the Company and to its executive officers of various payments
and benefits. For example, 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, Section 162(m) of the Internal Revenue Code affects the
deductibility of executive compensation for federal income tax purposes.
Generally, it 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 four executive officers.

The Committee does not necessarily expect to limit executive compensation to
the maximum deductible amount under Section 162(m). However, the Committee will
consider various alternatives designed to preserve the deductibility of
compensation payments and benefits to the extent they are consistent with its
other compensation objectives. These include offering executive officers the
option of deferring some of their compensation until another year.

1997 EXECUTIVE COMPENSATION

Based on the Company's strong 1997 financial performance, the bonus pool
under the 1997 Management Incentive Plan was $1,675,000. The Committee
recommended that $1,553,000 be paid to all corporate management personnel
including the executive officers. Of this amount, the executive officers decided
to pay a total of $246,000 to the other members of corporate management. The
remaining balance was then available for the Committee to grant bonuses to the
executive officers.

17
<PAGE>
Based on the Company's continued strong performance in 1997, and the
Committee's assessment of the contribution of each of the executive officers to
this performance, the Committee awarded maximum bonuses to each of the four
executive officers, each receiving a bonus equal to 100% of his base salary.

In 1997, each executive officer also received perquisites and other benefits
incidental to his employment which, in the aggregate for each executive officer,
were well below the threshold reporting requirements.

COMPENSATION OF CHIEF EXECUTIVE OFFICER

Mr. Carroll's prior employment agreement with the Company, which expired
December 31, 1997, established Mr. Carroll's minimum annual base salary at
$515,000 for 1997. Mr. Carroll's current employment agreement, which expires
December 31, 1999, establishes his minimum annual base salary for 1998 at
$566,500.

In addition to his base salary for 1997, the Committee also awarded Mr.
Carroll a bonus of $515,000 under the 1997 Management Incentive Plan. In
determining the size of Mr. Carroll's bonus, the Committee considered Mr.
Carroll's role in leading the Company to record revenues and income in 1997 and
a more than 50% increase in the price of the Company's Common Stock. The
Committee also considered Mr. Carroll's leadership in non-financial matters,
such as the development and implementation of corporate strategies, the
establishment of an orderly succession plan and the motivation of the Company's
key executives. Based on all of these factors, the Committee concluded that the
maximum bonus award equal to 100% of Mr. Carroll's base salary was appropriate.

Mr. Carroll's total compensation in 1997 exceeded the Section 162(m)
$1,000,000 deductibility limit by approximately $300,000 due to the size of his
base salary and bonus, and the December 1997 vesting of the 11,250 share (as
adjusted for splits) restricted stock grant awarded to him in December 1996. The
substantial appreciation in the price of the Company's Common Stock during 1997
contributed significantly to the amount of compensation recognized by Mr.
Carroll upon the vesting of the award.

CONCLUSION

The Committee has reviewed each element of compensation for each of the
executive officers for 1997. 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
Barton Beek
Bryan L. Herrmann
Robert H. Hood, Jr.

February 11, 1998

18
<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>
1992 $100.00 $100.00 $100.00
1993 $104.93 $140.93 $113.54
1994 $129.10 $121.63 $111.33
1995 $177.59 $129.85 $144.36
1996 $288.46 $163.65 $173.90
1997 $441.09 $208.93 $228.78
</TABLE>

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
------------------------------------------------------------------
1992 1993 1994 1995 1996 1997
----- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Wynn's International, Inc................................. 100 104.93 129.10 177.59 288.46 441.09
Peer Group Index.......................................... 100 140.93 121.63 129.85 163.65 208.93
NYSE Market Index......................................... 100 113.54 111.33 144.36 173.90 228.78
</TABLE>

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

* $100 invested on December 31, 1992 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 72 public
companies. The Peer Group and New York Stock Exchange Market Index
information was furnished by Media General Financial Services.

GENERAL INFORMATION

OBTAINING A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K

Upon request, we will send you a free copy of the Company's Annual Report on
Form 10-K for the year ended December 31, 1997, which we filed with the
Securities and Exchange Commission. If you would like a copy, please write to
the Company's Secretary, Wendy K. K. Nishikawa, at Wynn's International, Inc.,
500 North State College Boulevard, Suite 700, Orange, California 92868.

DEADLINE FOR STOCKHOLDER PROPOSALS

If you wish to present a proposal at the Company's 1999 Annual Meeting, we
must receive it by November 27, 1998 in order to consider it for inclusion in
the 1999 Proxy Statement.

19
<PAGE>
EXHIBIT A
ARTICLE FOURTH OF CERTIFICATE OF INCORPORATION
AS PROPOSED TO BE AMENDED

"FOURTH: The corporation shall be authorized to issue two classes of shares of
stock to be designated, respectively, 'Common' and 'Preferred,' the total number
of shares which the corporation shall have authority to issue shall be forty
million five hundred thousand (40,500,000); the total number of shares of Common
Stock shall be forty million (40,000,000) and the par value of each share of
Common Stock shall be one cent ($0.01); and the total number of shares of
Preferred Stock shall be five hundred thousand (500,000) and the par value of
each share of Preferred Stock shall be one dollar ($1.00).

"The Preferred Stock may be issued from time to time in one or more series. The
Board of Directors is hereby expressly vested with authority to fix by
resolution or resolutions the designations and the powers, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, including, without limitation, the voting
powers, if any, the dividend rate, conversion rights, redemption price, or
liquidation preference, of any series of Preferred Stock, and to fix the number
of shares constituting any such series, and to increase or decrease the number
of shares of any such series (but not below the number of shares thereof then
outstanding). In case the number of shares of any such series shall be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution or resolutions originally
fixing the number of shares of such series. The number of authorized shares of
any class or classes of stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the stock of the corporation entitled to vote."
<PAGE>

WYNN'S INTERNATIONAL, INC.

THE BOARD OF DIRECTORS OF THE COMPANY IS ASKING YOU

FOR YOUR PROXY FOR THE APRIL 29, 1998 ANNUAL MEETING

You, as a stockholder of WYNN'S INTERNATIONAL, INC., a Delaware
corporation (the "Company"), acknowledge that you have received 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, 1997.
You revoke any prior proxy and appoint each of James Carroll, John W. Huber,
Seymour A. Schlosser and Gregg M. Gibbons, your true and lawful agents and
proxies with full power of substitution in each, to vote your shares of
Common Stock of the Company at the Annual Meeting of Stockholders of the
Company to be held on Wednesday, April 29, 1998, at 9:00 A.M. at 500 North
State College Boulevard, Suite 700, Orange, California 92868. Your proxy
applies to any and all matters coming before the April 29, 1998 Annual
Meeting of Stockholders, and at any adjournment thereof.

PLEASE VOTE ON THE PROPOSALS AND THEN SIGN, DATE AND
PROMPTLY RETURN THIS PROXY CARD IN THE ENCLOSED
PREPAID ENVELOPE.

- FOLD AND DETACH HERE -

<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR Please mark
PROPOSALS 1, 2 AND 3, WHICH ARE MATTERS your votes as /X/
PROPOSED BY THE BOARD OF DIRECTORS. indicated in
this example

<TABLE>
<S> <S> <C>
WITHHELD
Proposal 1. Election of Directors FOR FOR ALL
Nominees:
Bryan L. Herrmann / / / /
Robert H. Hood, Jr.
Richard L. Nelson

If you want to vote against any nominee, draw a
line through that nominee's name.

FOR AGAINST ABSTAIN
Proposal 2. Approval of Ernst & Young LLP as / / / / / /
independent auditors for the fiscal
year ending December 31, 1998.

Proposal 3. Approval of an Amendment to Certificate of / / / / / /
Incorporation to reduce the par value of
the Company's Common Stock from $1.00 per
share to $0.01 per share.

Other In their discretion, upon any other matters
as may properly come before the meeting.

</TABLE>

YOU MUST SIGN AND DATE THIS PROXY BELOW FOR IT TO BE VOTED AT THE ANNUAL
MEETING. IF PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS YOU DIRECT. IF YOU
DO NOT VOTE ON A PROPOSAL, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.

ON ANY OTHER MATTERS PROPERLY ARISING AT THE MEETING, THIS PROXY WILL BE
VOTED IN ACCORDANCE WITH THE DISCRETION OF THE PERSONS NAMED AS PROXIES. IF
FOR ANY REASON, ANY NOMINEE FOR DIRECTOR BECOMES UNAVAILABLE PRIOR TO THE
ANNUAL MEETING, THE BOARD OF DIRECTORS WILL SELECT ANOTHER NOMINEE. THIS
PROXY WILL BE VOTED FOR THE REPLACEMENT NOMINEE UNLESS YOU WITHHELD YOUR VOTE
FROM THE LISTED BUT UNAVAILABLE NOMINEE.

Signature(s) ______________________________________________ Date ________, 1998

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.

- FOLD AND DETACH HERE -