WYNNS INTERNATIONAL INC, SC 14D9, 2000-06-22

WYNNS INTERNATIONAL INC
SC 14D9, 2000-06-22
GASKETS, PACKG & SEALG DEVICES & RUBBER & PLASTICS HOSE

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 14D-9
(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

WYNN'S INTERNATIONAL, INC.
(NAME OF SUBJECT COMPANY)

WYNN'S INTERNATIONAL, INC.
(NAME OF PERSON FILING STATEMENT)

COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)

983195 10 8
(CUSIP NUMBER OF CLASS OF SECURITIES)

GREGG M. GIBBONS
VICE PRESIDENT -- CORPORATE AFFAIRS AND GENERAL COUNSEL
WYNN'S INTERNATIONAL, INC.
500 NORTH STATE COLLEGE BOULEVARD
SUITE 700
ORANGE, CALIFORNIA 92868
(714) 938-3700
(NAME, ADDRESS AND TELEPHONE
NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICE AND COMMUNICATIONS ON
BEHALF OF THE PERSON FILING STATEMENT)

WITH A COPY TO:

J. JAY HERRON
O'MELVENY & MYERS LLP
114 PACIFICA, SUITE 100
IRVINE, CALIFORNIA 92618
(949) 737-2900

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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ITEM 1. SUBJECT COMPANY INFORMATION.

Wynn's International, Inc., a Delaware corporation (the "Company"), is the
subject company. The principal executive offices of the Company are located at
500 North State College Blvd., Suite 700, Orange, California 92868. The
telephone number of the principal executive offices of the Company is (714)
938-3700. The title of the class of equity securities to which this statement
relates is the common stock, par value $0.01 per share, of the Company,
including the associated preferred stock purchase rights issued pursuant to the
Company's Second Amended Rights Agreement, dated October 22, 1998, as amended,
between the Company and ChaseMellon Shareholder Services (collectively, the
"Common Stock"). As of June 12, 2000, there were 18,688,809 shares of Common
Stock outstanding. Reference herein to "Shares" means shares of the Common Stock
(including the associated preferred stock purchase rights).

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

(a) The name, business address and business telephone number of the
Company, which is the person filing this statement, are set forth in Item 1
above, and incorporated herein by reference.

(b) This statement relates to the tender offer by WI Holding Inc., a
Delaware corporation ("Merger Sub"), which is a wholly-owned subsidiary of
Parker-Hannifin Corporation, an Ohio corporation ("Purchaser"), to purchase all
outstanding Shares at a price of $23.00 per Share, net to the seller in cash
(the "Offer Price"), upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated June 22, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with the Offer to Purchase and
any amendments and supplements thereto, collectively constitute the "Offer").
The Offer is disclosed in the Tender Offer Statement on Schedule TO, dated June
22, 2000 (the "Schedule TO"), as filed by Purchaser and Merger Sub with the
Securities and Exchange Commission (the "SEC"). The Schedule TO indicates that
the principal offices of Purchaser and Merger Sub are located at 6035 Parkland
Boulevard, Cleveland, Ohio 44124.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of June 13, 2000, among Purchaser, Merger Sub and the Company (the "Merger
Agreement"). A copy of the Merger Agreement is filed as Exhibit (e)(2) to this
Solicitation/Recommendation Statement on Schedule 14D-9 (this "Schedule 14D-9")
filed with the SEC by the Company and is incorporated herein by reference in its
entirety. The Merger Agreement provides that, among other things, as soon as
practicable after consummation of the Offer and the satisfaction of the other
conditions set forth in the Merger Agreement and in accordance with the relevant
provisions of the General Corporation Law of the State of Delaware ("Delaware
Law"), Merger Sub will be merged with and into the Company (the "Merger"), with
the Company continuing as the surviving corporation (the "Surviving
Corporation"). In the Merger, the holders of Shares (other than Purchaser and
Merger Sub) as of the effective time of the Merger (the "Effective Time") will
receive an amount in cash per share equal to the Offer Price.

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Except as described or referred to in the Information Statement attached as
Schedule I hereto and incorporated herein by reference, or as set forth below,
to the knowledge of the Company, there are no material agreements, arrangements
or understandings and no actual or potential conflicts of interest between the
Company or its affiliates and (1) the Company, its executive officers, directors
or affiliates, or (2) Purchaser, Merger Sub or their respective executive
officers, directors or affiliates.

MERGER AGREEMENT

The summary of the Merger Agreement contained in the Offer to Purchase is
incorporated herein by reference. Such summary should be read in its entirety
for a more complete description of the terms and provisions of the Merger
Agreement. The summary of the Merger Agreement contained in the Offer to
Purchase is qualified in its entirety by reference to the Merger Agreement, a
copy of which is attached hereto as Exhibit (e)(2) and is incorporated herein by
reference.

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Board Representation. In the Merger Agreement, the Company and Purchaser
agreed as follows:

- Subject to compliance with Section 14(f) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and Rule 14f-1 promulgated thereunder,
promptly upon the purchase of any Shares by Merger Sub pursuant to the Offer,
and from time to time thereafter as Shares are acquired by Merger Sub, Purchaser
will be entitled to designate such number of directors, rounded up to the next
whole number, on the Board of Directors of the Company (the "Board") as will
give Purchaser representation on the Board equal to at least that number of
directors which equals the product of the total number of directors on the Board
(giving effect to the directors appointed or elected pursuant to this sentence
and including current directors serving as officers of the Company) multiplied
by the percentage that the aggregate number of Shares beneficially owned by
Purchaser or any affiliate of Purchaser (including such Shares as are accepted
for payment pursuant to the Offer, but excluding Shares held by the Company)
bears to the number of Shares outstanding.

- At the request of Purchaser, the Company will also cause each committee
of the Board to include persons designated by Purchaser constituting the same
percentage of each such committee as Purchaser's designees are of the Board.

- At the request of Purchaser, the Company will promptly increase the size
of the Board or exercise its best efforts to secure the resignations of such
number of directors as is necessary to enable the Purchaser designees to be
elected to the Board and will cause the Purchaser designees to be so elected.

- Until the Effective Time, the Board will have at least two directors who
are directors on the date of the Merger Agreement and who are neither officers
of the Company nor designees, stockholders, affiliates or associates of
Purchaser (one or more of such directors, the "Independent Directors");
provided, further, that if no Independent Directors remain, the other directors
will designate one person to fill one of the vacancies who is not either an
officer of the Company or a designee, stockholder, affiliate or associate of
Purchaser, and such person will be deemed to be an Independent Director.

- Prior to the Effective Time, the affirmative vote of a majority of the
Independent Directors will be required to (i) amend or terminate the Merger
Agreement on behalf of the Company, (ii) exercise or waive any of the Company's
rights or remedies hereunder, (iii) extend the time for performance of
Purchaser's or Merger Sub's obligations under the Merger Agreement, or (iv) take
any other action by the Company in connection with the Merger Agreement required
to be taken by the Board.

Stock Plan Arrangements. The Merger Agreement provides that (i) reasonably
promptly after Merger Sub purchases Shares pursuant to the Offer constituting a
majority of the outstanding Shares on a fully diluted basis with respect to all
options other than the options of certain directors, and (ii) immediately prior
to the Effective Time with respect to the options of such directors, the Company
will cause each then outstanding option to purchase Shares (the "Options")
granted under any of the Company's stock option plans, each as amended
(collectively, the "Option Plans"), whether or not then exercisable or vested,
to be acquired by the Company for cancellation (including all related
performance share rights that have not begun accruing as of the date of the
Merger Agreement) in consideration of payment to the holders of such Options of
an amount in respect thereof equal to the product of (A) the excess, if any, of
the Offer Price over the per Share exercise price thereof and (B) the number of
Shares subject thereto (such payment to be net of applicable withholding taxes).

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The following table sets forth, with respect to each of the executive
officers and directors of the Company, (i) the number of Shares subject to the
Company's stock option plans held by each person and the vesting status as of
June 12, 2000, (ii) the weighted average exercise price of the options held by
each person and (iii) the aggregate value of such options based upon the $23.00
per Share Offer Price.

<TABLE>
<CAPTION>
WEIGHTED
VESTED UNVESTED AVERAGE AGGREGATE
OPTION OPTION EXERCISE PRICE VALUE OF
NAME SHARES SHARES PER SHARE OPTIONS ($)
---- ------- -------- -------------- -----------
<S> <C> <C> <C> <C>
James Carroll................................. 69,249 33,751 $13.48 $ 980,110
Barton Beek................................... 12,487 1,013 $10.50 $ 168,784
Bryan L. Herrmann............................. 9,424 676 $11.83 $ 112,848
Robert H. Hood, Jr............................ 8,099 676 $12.66 $ 90,720
Richard L. Nelson............................. 9,448 676 $11.68 $ 114,642
Donald C. Trauscht............................ 5,400 4,725 $19.31 $ 37,334
James D. Woods................................ 8,099 3,713 $11.11 $ 140,432
John W. Huber................................. 118,497 7,504 $ 9.61 $1,687,250
Seymour A. Schlosser.......................... 94,248 14,253 $ 8.61 $1,561,313
Gregg M. Gibbons.............................. 77,985 14,253 $ 9.04 $1,287,281
</TABLE>

The Merger Agreement further provides that, immediately prior to the date
on which Merger Sub accepts the Shares for payment under the terms of the Offer,
the Company will cause (i) all shares of restricted stock issued to employees
under any stock compensation plans or programs and (ii) shares accruing under
the Company's Amended and Restated 1994 Employee Stock Bonus Policy and 1999
Stock Bonus Policy based on stock option exercises occurring prior to the
announcement of the transactions contemplated herein (the "Performance Shares")
to become fully vested. The Offer is being made with respect to such restricted
shares and Performance Shares. Mr. Gregg M. Gibbons, Vice President - Corporate
Affairs and General Counsel of the Company, holds 325 accruing Performance
Shares, the approximate value of which is $7,517 based upon the $23.00 per Share
Offer Price.

Benefit Plans. The Merger Agreement provides the following:

- Purchaser will cause the Company and its subsidiaries to continue to
provide, for a period of one year following the Effective Time, compensation and
benefits that are, in the aggregate, substantially comparable to the
compensation and benefits provided to the employees of the Company and its
subsidiaries immediately prior to the Effective Time.

- At all times following the Effective Time, Purchaser will cause each of
the employee benefit plans and programs covering individuals who were employees
of the Company or its subsidiaries before the Effective Time to recognize
service performed as an employee of the Company or its subsidiaries prior to the
Effective Time.

- The employees' service performed will be recognized for purposes of
determining such individuals' eligibility, vesting and rate of benefit accrual,
but Purchaser is not required to cause such plans or programs to credit such
individuals with benefits for services performed prior to the Effective Time.

- Purchaser will cause any successor to the Company resulting from the
transactions contemplated by the Merger Agreement to adopt the 1998 Supplemental
Retirement Income Plan of the Company and its subsidiaries so that payment of
the benefits earned by participants in such plan up to the Effective Time will
not be accelerated.

Agreements to Defend and Indemnify. The Merger Agreement provides the
following:

- All rights to indemnification and exculpation from liabilities for acts
or omissions occurring at or prior to the Effective Time existing in favor of
the current or former directors, officers, employees and agents of the Company
or each of its subsidiaries (collectively, the "Indemnified Parties") as
provided in their respective certificate of incorporation or bylaws (or
comparable organizational documents) will be assumed by Purchaser

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and Purchaser will be directly responsible for such indemnification, without
further action, as of the Effective Time and will continue in full force and
effect in accordance with their respective terms.

- From and after the Effective Time and for a period of not less than six
years thereafter, Purchaser will, and will cause the Surviving Corporation to,
indemnify and hold harmless any and all Indemnified Parties to the full extent
such persons may be indemnified by the Company or such subsidiaries, as the case
may be, pursuant to applicable law, their respective certificates or articles of
incorporation or by-laws (or other organizational documents) or pursuant to
indemnification agreements as in effect on the date of the Merger Agreement for
acts or omissions occurring at or prior to the Effective Time.

- From and after the Effective Time, directors and officers of the Company
who become or remain directors or officers of Purchaser or the Surviving
Corporation will be entitled to the same indemnity rights and protections
(including those provided by directors' and officers' liability insurance) of
Purchaser.

- Purchaser will, and will cause the Surviving Corporation to, maintain in
effect for not less than six years after the Effective Time policies of
directors' and officers' liability insurance equivalent in all material respects
to those maintained by or on behalf of the Company and its subsidiaries on the
date of the Merger Agreement (and having at least the same coverage and
containing terms and conditions that are no less advantageous to the persons
currently covered by such policies as insured) with respect to matters existing
or occurring at or prior to the Effective Time, provided, however, that if the
aggregate annual premiums for such insurance at any time during such period
exceed 200% of the per annum rate of premium currently paid by the Company and
its subsidiaries for such insurance on the date of the Merger Agreement, then
Purchaser will cause the Surviving Corporation to, and the Surviving Corporation
will, provide the maximum coverage that is then available at an annual premium
equal to 200% of such rate.

- The provisions of the Merger Agreement relating to indemnification of
officers and directors are intended to be for the benefit of, and will be
enforceable by, each Indemnified Party, his or her heirs and his or her
representatives and are in addition to, and not in substitution for, any other
rights to indemnification or contribution that any such person may have by
contract or otherwise.

Non-solicitation. In the Merger Agreement, the Company agreed to the
following:

- The Company and its subsidiaries and their respective officers,
directors, employees, representatives and agents will immediately cease all
existing activities, discussions and negotiations, if any, with any parties
conducted prior to June 13, 2000, with respect to any Acquisition Proposal (as
defined below) and request the return of all confidential information regarding
the Company and its subsidiaries provided to any such parties after January 1,
1999 and prior to the date of the Merger Agreement pursuant to a confidentiality
agreement executed in connection with or in contemplation of an Acquisition
Proposal.

- The Company will not, nor will it permit any of its subsidiaries to,
directly or indirectly through another person, (i) solicit, initiate or
encourage (including by way of furnishing information), or take any other action
designed or reasonably likely to facilitate, any inquiries or the making of any
proposal that constitutes or reasonably may give rise to, an Acquisition
Proposal or (ii) participate in any discussions or negotiations regarding such
Acquisition Proposal; provided, that, at any time prior to the date on which
Merger Sub accepts the Shares for payment under the terms of the Offer, the
Board may, in the exercise of its fiduciary obligations under Delaware Law as
determined by the Board in good faith, after consultation with its outside
counsel (who may be its regularly engaged outside counsel) in response to an
unsolicited written Acquisition Proposal, make such inquiries of the party
making such unsolicited Acquisition Proposal as may be necessary to inform
itself of the proposed terms and details of the Acquisition Proposal and, if the
Board reasonably believes that such Acquisition Proposal may lead to a Superior
Proposal (as defined below) pursuant to a customary confidentiality agreement
with terms not more favorable to such third party than the confidentiality
agreement that the Company and Purchaser entered into (excluding the standstill
provisions contained therein), furnish information to, and negotiate or
otherwise engage in discussions with, the third party who delivers such
Acquisition Proposal.

- For purposes of the Merger Agreement, (i) "Superior Proposal" means an
Acquisition Proposal (A) that the Board determines in its good faith judgment
after consulting with and receipt of advice from
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J.P. Morgan Securities Inc. ("J.P. Morgan") (or any other nationally recognized
investment banking firm), would be more favorable to the stockholders of the
Company from a financial point of view than the transactions contemplated by the
Merger Agreement (including any adjustment to the terms and conditions proposed
by Purchaser in response to such Acquisition Proposal), (B) that is made by a
person reasonably capable of completing such Acquisition Proposal, taking into
account the legal, financial and regulatory aspects of such Acquisition Proposal
and the person making such Acquisition Proposal, and (C) for which financing, to
the extent required, is then committed or which, in the good faith judgment of
the Board, is reasonably capable of being obtained by the person making the
Acquisition Proposal, and (ii) "Acquisition Proposal" means any inquiry,
proposal or offer from any person relating to any (A) direct or indirect
acquisition or purchase of a business that constitutes 10% or more of the net
revenues or assets of the Company and its subsidiaries taken as a whole, or (B)
direct or indirect acquisition or purchase of 10% or more of any class of equity
securities of the Company or any of its subsidiaries whose business constitutes
10% or more of the net revenues or assets of the Company and its subsidiaries
taken as a whole, (C) any tender offer or exchange offer that if consummated
would result in any person beneficially owning 10% or more of any class of
equity securities of the Company or any of its subsidiaries whose business
constitutes 10% or more of the net revenues or assets of the Company and its
subsidiaries taken as a whole, or (D) any merger, consolidation, business
combination, recapitalization, liquidation, dissolution or similar transaction
involving the Company or any of its subsidiaries whose business constitutes 10%
or more of the net revenues or assets of the Company and its subsidiaries taken
as a whole, other than the transactions contemplated by the Merger Agreement.

- The Company will promptly (but in any event within one calendar day)
advise Purchaser in writing of (i) the receipt, directly or indirectly, of any
inquiries or proposals indicating that a person is considering making an
Acquisition Proposal (including the specific terms thereof and the identity of
the other party or parties involved), (ii) any determination by the Board as to
any Acquisition Proposal as contemplated by the proviso to the second paragraph
under the above caption "Non-solicitation," and (iii) any discussions or
negotiations with any party making an Acquisition Proposal (or its
representatives) relating to such Acquisition Proposal.

- The Company must promptly (but in any event within one calendar day) (i)
furnish to Purchaser a copy of any written proposals relating to a possible
Acquisition Proposal and copies of any written information provided to or by any
third party relating thereto to the extent such information has not previously
been provided to Purchaser, and (ii) advise Purchaser in writing of any material
changes to the terms and conditions of any Acquisition Proposal.

STOCKHOLDER TENDER AGREEMENT

In connection with the execution of the Merger Agreement, Mr. James
Carroll, Chairman of the Board and Chief Executive Officer of the Company, who
beneficially owns 1,086,903 of the Shares, has entered into a Stockholder Tender
Agreement (the "Stockholder Agreement") with Merger Sub and Purchaser.

Tender of Shares. Mr. Carroll has agreed to validly tender (and not
withdraw) all of his Shares pursuant to and in accordance with the terms of the
Offer not later than the fifth business day after commencement of the Offer.

Transfer of Shares. Mr. Carroll has agreed that during the term of the
Stockholder Agreement, he will not (a) except as provided in such agreement,
offer to sell, transfer, pledge, assign, hypothecate or otherwise dispose of or
transfer any interest in or encumber with any lien, any of his Shares, (b)
deposit his Shares into a voting trust, enter into a voting agreement or
arrangement with respect to his Shares or grant any proxy or power of attorney
with respect to his Shares, or (c) enter into any contract, option or other
arrangement or undertaking with respect to the direct or indirect acquisition or
sale, assignment or other disposition of or transfer of any interest in or the
voting of any Shares or any other securities of the Company beneficially owned
by Mr. Carroll.

Grant of Proxy. Mr. Carroll has agreed to revoke any and all prior proxies
with respect to his Shares that he may have heretofore made or granted and has
constituted and appointed Purchaser, or any nominee of
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Purchaser, with full power of substitution, during and for the term of the
Stockholder Agreement, as his true and lawful attorney and proxy, for and in his
name, place and stead, to vote each of his Shares, at any annual, special or
adjourned meeting of the stockholders of the Company (including the right to
sign his name (as stockholder) to any consent, certificate or other document
relating to the Company permitted by the Delaware Law) (i) in favor of the
Merger, the execution and delivery by the Company of the Merger Agreement and
the approval and adoption of the Merger and the transactions contemplated
thereby and by the Stockholder Agreement and (ii) against (A) any action or
agreement that would result in a breach in any respect of any covenant,
agreement, representation or warranty of the Company under the Merger Agreement
and (B) the following actions (other than the Merger and the other transactions
contemplated by the Merger Agreement): (1) any extraordinary corporate
transactions, such as a merger, consolidation or other business combination
involving the Company or its subsidiaries; (2) a sale, lease or transfer of all
or substantially all of the assets of the Company or one of its material
subsidiaries, or a reorganization, recapitalization, dissolution or liquidation
of the Company or its subsidiaries; (3) (a) any change in a majority of the
persons who constitute the board of directors of the Company as of the date of
the Stockholder Agreement; (b) any change in the capitalization of the Company
or any amendment of the Company's Certificate of Incorporation (the "Charter")
or By-Laws, as amended to date; (c) any other material change in the Company's
corporate structure or business; or (d) any other action that, in the case of
each of the matters referred to in (3)(a), (b), (c) and (d), is intended, or
could reasonably be expected to impede, interfere with, delay, postpone, or
adversely affect the Merger and the other transactions contemplated by the
Merger Agreement. The proxy is coupled with an interest, and Mr. Carroll has
declared it to be irrevocable.

Termination. The Stockholder Agreement will terminate on the earlier of (i)
the purchase of all of his Shares pursuant to the Offer or (ii) the date the
Merger Agreement is terminated in accordance with its terms. In the event the
Stockholder Agreement is terminated in accordance with its terms, Purchaser has
agreed to cause all of Mr. Carroll's Shares to be promptly returned to him.

The foregoing summary is qualified in its entirety by reference to the
Stockholder Agreement, which is filed as Exhibit (e)(4) and incorporated herein
by reference.

CONSULTING AGREEMENT

In connection with the execution of the Merger Agreement, Mr. Carroll
entered into a Consulting Agreement, dated June 13, 2000, with Purchaser (the
"Consulting Agreement"). The Consulting Agreement will be effective upon
consummation of the Merger and has a term of two years. The Consulting Agreement
provides, among other things, that Mr. Carroll will provide Purchaser consulting
and other advisory services. In consideration for his services, Mr. Carroll will
receive an annual consulting fee of $300,000. The Consulting Agreement also
contains confidentiality, non-competition, non-solicitation and assignment of
intellectual property covenants.

The foregoing summary is qualified in its entirety by reference to the
Consulting Agreement, which is filed as Exhibit (e)(5) and incorporated herein
by reference.

CONFIDENTIALITY AGREEMENT

On February 7, 2000, Purchaser and the Company entered into a
Confidentiality Agreement (the "Confidentiality Agreement"). Pursuant to the
Confidentiality Agreement, each party agreed that it will keep confidential all
nonpublic, confidential or proprietary information of the other party, subject
to certain exceptions, and will use the confidential information for no purpose
other than evaluating a possible business combination with the other party. The
Confidentiality Agreement provides that each party will not (except with the
other party's consent), for a period of two years following the date of the
Confidentiality Agreement, (i) purchase any securities of the other party, (ii)
seek to influence the Board of the other party or (iii) make any proposal to the
other party's Board, or make any public announcement, regarding any transaction
involving the other party.

The foregoing summary is qualified in its entirety by reference to the
Confidentiality Agreement, which is filed as Exhibit (e)(1) and is incorporated
herein by reference.
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EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS

The Company has entered into employment contracts with Mr. Carroll, John H.
Huber, President and Chief Operating Officer of the Company, Seymour A.
Schlosser, Vice President - Finance and Chief Financial Officer of the Company,
and Mr. Gibbons, which expire December 31, 2001. These contracts provide for an
annual salary to be fixed by the Board for 2000 and thereafter at not less than
$650,000 for Mr. Carroll, $386,900 for Mr. Huber, $294,438 for Mr. Schlosser and
$286,953 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 that 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.

Both the Company's Stock-Based Incentive Award Plan and 1999 Stock Awards
Plan provide 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 definitions of "change in control" in the Stock-Based
Incentive Award Plan and the 1999 Stock Awards Plan are substantially the same
as the definition in the employment contracts. Such acceleration will occur
automatically unless the Board, prior to the occurrence of the change in
control, determines otherwise.

The aggregate estimated cash payments to Messrs. Carroll, Huber, Schlosser
and Gibbons under the change in control provisions of their employment
agreements (assuming termination in 2000) would be approximately $2,898,787,
$1,477,975, $1,284,137 and $1,251,595, respectively. If any of them voluntarily
terminates his employment under certain circumstances within two years after a
change in control, the above amounts would not be payable, but he would be
entitled to a severance payment equal to his highest annual salary and bonus in
the three most recent calendar years.

The foregoing summary is qualified in its entirety by the provisions of the
Employment Agreements filed as Exhibits (e)(8-11), which are incorporated herein
by reference.

INDEMNIFICATION AGREEMENTS

Pursuant to the power granted to the Company under its bylaws, the Company
is a party to an indemnification agreement with each of its directors and
executive officers, which provides that the indemnitee will be entitled to
receive indemnification, including advancement of expenses, to the full extent
permitted by applicable law and the Company's Charter for all expenses,
judgments, fines, penalties and ERISA excise taxes actually and reasonably
incurred by the indemnitee in connection with the defense or settlement of any
action brought against, threatened to be made against, or otherwise involving,
the indemnitee by reason of the indemnitee's capacity as a director or executive
officer of the Company.

The foregoing summary is qualified in its entirety by the provisions of the
forms of indemnification agreements filed as Exhibits (e)(12) and (e)(13)
hereto, which are incorporated herein by reference.

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ITEM 4. THE SOLICITATION OR RECOMMENDATION.

(a) Recommendation.

AT A SPECIAL MEETING HELD ON JUNE 13, 2000, THE BOARD UNANIMOUSLY APPROVED
THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT,
INCLUDING THE OFFER AND THE MERGER, DETERMINED THAT THE TERMS OF THE OFFER AND
THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S
STOCKHOLDERS, AND UNANIMOUSLY RECOMMENDED ACCEPTANCE OF THE OFFER AND APPROVAL
AND ADOPTION OF THE MERGER AGREEMENT BY THE COMPANY'S STOCKHOLDERS (IF SUCH
APPROVAL IS REQUIRED BY APPLICABLE LAW).

ACCORDINGLY, THE BOARD UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES OF COMMON STOCK PURSUANT
TO THE OFFER.

A letter to stockholders communicating the Board's recommendation is filed
as Exhibit (a)(4) and incorporated herein by reference.

(b)(i) Background of the Transaction. On December 20, 1999, Nick Vande
Steeg, the President of Purchaser's Seal Group, called Mr. Carroll and arranged
for a lunch meeting for January 20, 2000 with Mr. Carroll, Duane E. Collins, the
Chief Executive Officer and Chairman of Purchaser, and Mr. Vande Steeg.

On January 20, 2000, Mr. Collins and Mr. Vande Steeg met in Irvine,
California with Mr. Carroll to discuss in general terms the Company's interest
in a possible business combination involving the Company and Purchaser. During
the meeting, Mr. Carroll gave Mr. Collins and Mr. Vande Steeg a general overview
of the Company's subsidiary, Wynn's-Precision, Inc., and Mr. Collins described
Purchaser's future prospects. In late January, 2000, Mr. Carroll contacted Mr.
Vande Steeg to inform him that the Company had an interest in exploring a
business combination. On February 7, 2000, the Company and Purchaser entered
into a confidentiality agreement.

On February 18, 2000, representatives of the Company and Purchaser attended
a meeting in Irvine, California at which representatives of the Company
discussed in general the Company's business, prospects, technology, products and
financial condition. Mr. Carroll and Mr. Schlosser attended the meeting on
behalf of the Company and Mr. Vande Steeg, Michael J. Hiemstra, Purchaser's Vice
President - Finance and Administration and Chief Financial Officer, and James
Miserendino, the Vice President and Controller of Purchaser's Seal Group,
attended the meeting on behalf of Purchaser. As a result of the February 18
meeting, the parties decided to schedule a meeting for mid-March, at which time
the three financial officers present at the February 18 meeting would discuss in
greater detail the historical results, current performance and future forecasts
of the Company.

On March 16, 2000, Mr. Schlosser, on behalf of the Company, and Messrs.
Hiemstra and Miserendino, on behalf of Purchaser, attended a meeting in Irvine,
California. At that meeting, representatives of Purchaser and the Company
engaged in preliminary discussions about the historical results, current
performance and future forecasts of the Company and potential values and
valuation processes. At that meeting, the parties agreed to meet again in April
with the chief executive officers of each company.

During late March and early April, representatives of Purchaser and the
Company continued their discussions regarding a possible business combination
involving Purchaser and the Company, including more extensive discussions
regarding Purchaser's valuation of the Company. Purchaser suggested a
preliminary valuation of $22.00 per share.

On April 6, 2000, Purchaser's Board of Directors held a regularly scheduled
meeting at which Purchaser's management updated the Board regarding the status
of discussions with the Company.

On April 12, 2000, Messrs. Collins, Vande Steeg, Hiemstra and Miserendino,
on behalf of Purchaser, and Messrs. Carroll, Schlosser and John Halenda, the
President of Wynn's-Precision, Inc., on behalf of the

9
<PAGE> 10

Company, met in Nashville, Tennessee. At that meeting, the Company's
representatives made comprehensive presentations regarding the Company's
business, prospects, technology, products and financial condition.

On April 20, 2000, Mr. Collins telephoned Mr. Carroll to discuss
Purchaser's valuation of the Company. Mr. Collins indicated that Purchaser had
raised its preliminary valuation to $24.00 per share depending upon the results
of Purchaser's valuation work related to the Company's Specialty Chemicals
Division.

On April 24, 2000, Messrs. Collins and Carroll met for dinner in Nashville,
Tennessee to further discuss Purchaser's intentions with respect to a business
combination involving the Company.

On April 26, 2000, the Company's Board held a telephonic meeting at which
the Company's senior management advised the Company's Board of Purchaser's
verbal expression of interest in pursuing a business combination with the
Company. The Company's Board authorized the Company's senior management to
pursue discussions with Purchaser and to commence the due diligence process with
Purchaser. After the April 26 meeting of the Company's Board, the Company
engaged J.P. Morgan to act as its financial advisor and the parties began to
schedule due diligence meetings.

On May 4, 2000, Purchaser engaged Morgan Stanley & Co. Incorporated
("Morgan Stanley") to act as its financial advisor.

On May 10, 2000, the Company's Board held a regularly scheduled meeting at
which they received an update on the status of discussions with Purchaser and a
preliminary report from J.P. Morgan with respect to Purchaser's verbal
expression of interest in acquiring the Company. The Company's Board authorized
senior management and J.P. Morgan to continue discussions with Purchaser.

On May 11 through May 19, 2000, representatives of Purchaser and Morgan
Stanley engaged in extensive due diligence meetings with representatives of the
Company and J.P. Morgan regarding, among other things, environmental, financial
and litigation matters. On May 19, 2000, Purchaser provided the Company and the
Company's legal counsel with the initial draft of the Merger Agreement.

On May 22, 2000, members of Purchaser's due diligence team and
representatives of Morgan Stanley met with members of Purchaser's management to
discuss the status of the due diligence performed by Purchaser. Based on these
discussions, Mr. Collins met with Mr. Carroll on May 22, 2000 regarding
Purchaser's preliminary offer price per share. Mr. Collins advised Mr. Carroll
that based on the results of its valuation work related to the Company's
Specialty Chemicals Division, Purchaser would be willing to proceed at a price
of $22.00 per share. Thereafter, J.P. Morgan, on behalf of the Company, and
Morgan Stanley, on behalf of Purchaser, engaged in additional discussions
concerning the proposed offer price per share and related matters.

From June 3 through June 5, 2000, Purchaser engaged in additional due
diligence activities with respect to the Company and its facilities. On June 5,
2000, members of Purchaser's management team met to discuss the results of the
additional due diligence activities. Thereafter, management of Purchaser and the
Company continued discussions regarding the price per share, with the
representatives agreeing to request that their Boards of Directors consider a
price per Share of $23.00, subject to negotiation of the definitive merger
agreement and the receipt of further input and advice from the parties'
respective financial advisors.

Beginning on June 6, 2000 and continuing through June 13, 2000, the parties
continued to discuss the economic terms of the proposed transaction, negotiated
the terms of the Merger Agreement and Purchaser finalized its due diligence
review of the Company.

Purchaser's Board of Directors met on June 8, 2000. At that meeting,
Purchaser's directors were advised of, among other things, the status of the
negotiations regarding the Merger Agreement, including the terms of the proposed
Offer.

The Company's Board met on June 9, 2000. At that meeting, the Company's
directors were advised of, among other things, the status of the negotiations
regarding the Merger Agreement, including the terms of the proposed Offer. J.P.
Morgan also provided a preliminary analysis supporting its draft fairness
opinion.

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<PAGE> 11

On June 13, 2000, Purchaser's Board of Directors met and unanimously
approved the Offer, the Merger Agreement, the Merger and the transactions
contemplated thereby and authorized its officers to execute the Merger
Agreement.

On June 13, 2000, the Company's Board met and unanimously approved the
Offer, the Merger Agreement, the Merger and the transactions contemplated
thereby. The Company's Board also unanimously resolved to recommend that the
stockholders of the Company tender their Shares to Purchaser and vote for the
adoption of the Merger Agreement and authorized its officers to execute the
Merger Agreement. J.P. Morgan delivered its written fairness opinion to the
Company's Board of Directors at this meeting.

On June 13, 2000, after the approval of the Company's and Purchaser's
Boards of Directors, the parties signed the Merger Agreement. A joint press
release announcing the signing of the Merger Agreement was issued on June 13,
2000.

(ii) Reasons for the Board's Recommendation. Prior to approving the Merger
Agreement and the transactions contemplated thereby, the Board received
presentations and reviewed the terms and conditions of the Offer and the Merger
with the Company's management, legal counsel and financial advisors. In reaching
its conclusions described in paragraph (a) above, the Board considered many
factors, including, but not limited to, the following:

(A) the terms and conditions of the Offer, the Merger Agreement and
related agreements;

(B) the fact that the Offer and the Merger are not conditioned upon
Purchaser or Merger Sub obtaining financing to consummate the Offer and the
Merger;

(C) the relationship between the price to be paid pursuant to the
Offer and the Merger and the current and recent historical market prices
for the Shares (including the fact that the consideration to be received by
stockholders pursuant to the Offer and the Merger represented approximately
a 70% premium over the Company's twenty-day trading average prior to the
execution of the Merger Agreement;

(D) information with respect to the financial condition, results of
operations and business of the Company, on both a historical and a
prospective basis, current industry, economic and market conditions and
trends (including consolidations by the Company's competitors), historical
market prices, price to earnings multiples and recent trading patterns of
the Shares, market prices and financial data relating to other companies
engaged in the same or similar businesses as the Company and the prices and
premiums paid and other terms in recent acquisition transactions in the
industry, and the Board's belief, on the basis of such information, that
the price to be paid in the Offer and the Merger fairly reflects the
Company's prospects and the risks and uncertainties as well as the
opportunities involved in the Company's current business environment;

(E) the potential for other entities to be interested in acquiring the
Company;

(F) the fact that while the Merger Agreement prohibits the Company
from soliciting other Acquisition Proposals (as defined in the Merger
Agreement), the Company may, in the exercise of its fiduciary obligations
under Delaware Law as determined by the Board in good faith, after
consultation with its outside counsel (who may be its regularly engaged
outside counsel) in response to an unsolicited written Acquisition
Proposal, make such inquiries of the party making such unsolicited
Acquisition Proposal as may be necessary to inform itself of the proposed
terms and details of the Acquisition Proposal and, if the Board reasonably
believes that such Acquisition Proposal may lead to a Superior Proposal (as
defined in the Merger Agreement) pursuant to a customary confidentiality
agreement with terms not more favorable to such third party than the
confidentiality agreement (excluding the standstill provisions contained
therein) with Merger Sub, furnish information to, and negotiate or
otherwise engage in discussions with, the third party who delivers such
Acquisition Proposal. The Company may terminate the Merger Agreement to
enter into an Acquisition Agreement that is a Superior Proposal, provided
that (I) the Company gives Merger Sub four business days prior written
notice of its intention to take such action, (II) during such four business
day period, the Company otherwise cooperates with Merger Sub

11
<PAGE> 12

with respect to the Acquisition Proposal that constitutes a Superior
Proposal with the intent of enabling Merger Sub to engage in good faith
negotiations so that the transactions contemplated by the Merger Agreement
may be consummated, (III) at the end of such four business day period the
Board continues reasonably to believe that the Acquisition Proposal
constitutes a Superior Proposal and (IV) prior to or concurrent with
entering into an Acquisition Agreement for a Superior Proposal the Company
pays a termination fee of $13.0 million to Merger Sub. The Board also
considered the termination fee and concluded that the fee was reasonable
and necessary to induce Purchaser to enter into the Merger Agreement;

(G) consideration of the future prospects of the Company in light of
recent trends toward consolidation in the automotive supplier industry and
customer demands for worldwide manufacturing capabilities;

(H) consideration of the expected future market value of the Company
as an independent entity assuming the Company achieved its long-range plan;
and

(I) the written opinion of J.P. Morgan, dated June 13, 2000, to the
effect that, as of such date and subject to the assumptions and
considerations described in the opinion, the Offer Price of $23.00 per
Share was fair, from a financial point of view, to the Company's
stockholders and option holders. The full text of J.P. Morgan's written
opinion, which sets forth the assumptions made, matters considered and
limitations on the review undertaken by J.P. Morgan, is attached hereto as
Schedule II and is incorporated herein by reference. J.P. Morgan's opinion
is directed only to the fairness, from a financial point of view, of the
cash consideration to be offered in the Offer and the Merger to holders of
Shares and options (other than Merger Sub) and is not intended to
constitute, and does not constitute, a recommendation as to whether any
stockholder should tender Shares pursuant to the Offer. STOCKHOLDERS ARE
URGED TO READ SUCH OPINION CAREFULLY IN ITS ENTIRETY.

The foregoing discussion of the information and factors considered and
given weight by the Board is not intended to be exhaustive. In view of the wide
variety of factors considered in connection with its evaluation of the Offer and
the Merger, the Board did not find it practicable to, and did not, quantify or
otherwise attempt to assign relative weights to the specific factors considered
in reaching its determinations. In addition, individual members of the Board may
have given different weights to different factors.

It is expected that, if the Shares were not to be purchased by Merger Sub
in accordance with the terms of the Offer, the Company's current management,
under the general direction of the Board, would continue to manage the Company
as an ongoing business in accordance with the Company's current long-term
strategic plan.

(c) Intent to Tender. To the best of the Company's knowledge, each of the
Company's executive officers, directors and affiliates who own Shares presently
intends to tender such Shares pursuant to the Offer, except (i) for Shares
purchasable upon exercise of Options to the extent such Options will be
cancelled in exchange for cash payments pursuant to the Merger Agreement as
referenced in Item 3 above and (ii) to the extent such tender would violate
applicable securities laws. Pursuant to the Stockholder Agreement, Mr. Carroll
has agreed to tender all of his Shares into the Offer. All outstanding Shares,
except for Shares held by the Company's executive officers and directors, are
deemed to be held by non-affiliates.

ITEM 5. PERSON/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

The Company retained J.P. Morgan as its financial advisor in connection
with the Offer and the Merger. Pursuant to the terms of J.P. Morgan's engagement
letter dated May 10, 2000, the Company agreed to pay J.P. Morgan a fee of
$500,000 upon delivery of its fairness opinion to the Board and an aggregate
financial advisory fee (reduced by any amount previously paid for upon delivery
of such fairness opinion) based on .88% of the total consideration (including
the aggregate principal amount of any debt securities or indebtedness for
borrowed money with, in each case, a maturity of more than one year, assumed,
redeemed or remaining outstanding in connection with the transaction) payable in
connection with the Offer and the Merger. The aggregate fee payable to J.P.
Morgan is currently estimated to be approximately $4.467 million. The Company

12
<PAGE> 13

also has agreed to reimburse J.P. Morgan for its reasonable out-of-pocket
expenses, including travel, communication and document production expenses, and
the fees and disbursements of counsel, provided that expenses in excess of
$50,000 in any calendar year require the written approval of the Company, and to
indemnify J.P. Morgan and certain related parties against certain liabilities,
including liabilities under the federal securities laws, arising out of J.P.
Morgan's engagement. In the ordinary course of business, J.P. Morgan and its
affiliates may actively trade or hold the securities of the Company and
Purchaser for their own account or for the accounts of their customers and,
accordingly, may at any time hold a long or short position in such securities.

Except as set forth above, neither the Company nor any person acting on its
behalf has employed or retained or will compensate any other person to make
solicitations or recommendations to stockholders on behalf of the Company with
respect to the Offer or the Merger.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Except as set forth below, and other than the Stockholder Agreement, no
transactions in the Shares have been effected during the past 60 days by the
Company or, to the best of the Company's knowledge, by any executive officer,
director, affiliate or subsidiary of the Company. All outstanding Shares, except
for Shares held by the Company's executive officers and directors, are deemed to
be held by non-affiliates.

On May 10, 2000, the Company granted options to purchase 3,375 Shares at an
exercise price of $13.44 per Share to each of Donald C. Trauscht and James D.
Woods. The options were granted to these directors without any action on the
part of the Board upon such director's re-election to the Board on May 10, 2000
pursuant to the terms of the Company's Non-Employee Directors' Stock Option
Plan.

On April 24, 2000, Gregg M. Gibbons exercised a stock option to purchase
25,313 Shares at an exercise price of $3.90 per Share. The stock option was
granted in May 1990 and would have expired on May 9, 2000.

On April 25, 2000, Seymour A. Schlosser exercised a stock option to
purchase 17,718 Shares at an exercise price of $3.90 per Share. Mr. Schlosser
delivered to the Company 6,158 Shares at a value of $14.375 per Share (the
closing price of the Shares on the New York Stock Exchange on the exercise date)
in partial payment of the exercise price of the stock option. The stock option
was granted in May 1990 and would have expired on May 9, 2000.

On May 30, 2000, the Company issued to Mr. Gibbons 621 Shares relating to
the vested portion of a Performance Share award granted to Mr. Gibbons under the
Company's 1994 Amended and Restated Employee Stock Bonus Policy and the
Company's Stock-Based Incentive Award Plan. The Performance Share award began
accruing in May 1997.

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Except as set forth in this Schedule 14D-9, the Company is not currently
undertaking or engaged in any negotiations in response to the Offer that relate
to (i) a tender offer for, or other acquisition of, the Company's securities by
the Company, any subsidiary of the Company or any other person, (ii) an
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Company or any subsidiary of the Company, (iii) a purchase, sale
or transfer of a material amount of assets of the Company or any subsidiary of
the Company, or (iv) any material change in the present dividend rate or policy,
or indebtedness or capitalization of the Company.

Except as set forth in this Schedule 14D-9, there are no transactions,
board resolutions, agreements in principle or signed contracts in response to
the Offer that relate to or would result in one or more of the matters referred
to in the preceding paragraph.

ITEM 8. ADDITIONAL INFORMATION.

The Information Statement attached as Schedule I hereto is being furnished
in connection with the possible designation by Purchaser, pursuant to the Merger
Agreement, of certain persons to be appointed to

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<PAGE> 14

the Board other than at a meeting of the Company's stockholders. Reference is
hereby made to the Offer to Purchase and the related Letter of Transmittal,
which have been filed as Exhibits (a)(1) and (a)(2) hereto, respectively, and
are hereby incorporated by reference in their entirety.

RIGHTS AGREEMENT

The Company's Second Amended Rights Agreement, dated as of October 22,
1998, by and between the Company and ChaseMellon Shareholder Services, L.L.C.
(the "Rights Agreement"), provides that certain transactions, including the
Offer and the Merger, will cause the issuance of right certificates unless prior
Board approval of the Offer and the Merger is obtained. At a special meeting of
the Board on June 13, 2000, the Board unanimously approved the consummation of
the transactions contemplated by the Merger Agreement and an amendment to the
Rights Agreement that excludes Purchaser and its affiliates from the definition
of an "Acquiring Person" thereunder with respect to transactions contemplated by
and effected pursuant to the Merger Agreement. On June 13, 2000, the Company and
ChaseMellon Shareholder Services, L.L.C., entered into Amendment No. 1 to the
Rights Agreement. As a result of the Board approval of the Offer and the Merger
and Amendment No. 1 to the Rights Agreement, the Offer and the Merger will not
cause the issuance of any right certificates pursuant to the Rights Agreement.

The foregoing summary is qualified in its entirety by the provisions of the
Second Amended Rights Agreement and Amendment No. 1 to the Second Amended Rights
Agreement filed as Exhibits (e)(6) and (e)(7), respectively, which are
incorporated herein by reference.

CERTIFICATE OF INCORPORATION

Article Ninth of the Company's Charter provides that a merger or
consolidation of the Company (including the Merger) with any other corporation
and/or its affiliates, where such other corporation and/or its affiliates
control directly or indirectly at least 10% of the voting power of this
Corporation, requires the affirmative vote of the holders of at least 75% of the
Shares, unless the merger or consolidation was approved by resolution of the
Board prior to the acquisition of the ownership or control of at least 10% of
the voting power of the Company by such other corporation. At a special meeting
of the Board on June 13, 2000, the Board unanimously approved the consummation
of the transactions contemplated by the Merger Agreement, including the
acceptance of the Offer and consummation of the Merger. As a result of the
unanimous approval by the Board of the Merger Agreement, the Offer and the
Merger, the provisions of Article Ninth of the Charter will not apply to the
Merger Agreement, the Offer or the Merger.

ITEM 9. EXHIBITS.

The following exhibits are filed herewith:

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<PAGE> 15
<TABLE>
<S> <C>
Exhibit (e)(4) Stockholder Tender Agreement, dated as of June 13, 2000,
between James Carroll and Parker-Hannifin Corporation
(incorporated by reference to Exhibit 99.1 to Wynn's
International, Inc.'s Report on Form 8-K dated June 13,
2000).
Exhibit (e)(5) Consulting Agreement, dated June 13, 2000, between James
Carroll and Parker-Hannifin Corporation (incorporated by
reference to Exhibit (d)(4) to the Schedule TO).
Exhibit (e)(6) Second Amended Rights Agreement, dated as of October 22,
1998, by and between Wynn's International, Inc. and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent
(incorporated herein by reference to Exhibit 2.1 to
Amendment No. 2 on Form 8-A/A dated November 5, 1998).
Exhibit (e)(7) Amendment No. 1 to Second Amended Rights Agreement, dated as
of June 13, 2000, by and between Wynn's International, Inc.
and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (incorporated by reference to Exhibit 99.2 to Wynn's
International, Inc.'s Report on Form 8-K dated June 13,
2000).
Exhibit (e)(8) Employment Agreement, dated January 1, 1999, between Wynn's
International, Inc. and James Carroll (incorporated herein
by reference to Exhibit 10.1 to Wynn's International, Inc.'s
Report on Form 10-K for the fiscal year ended December 31,
1998).
Exhibit (e)(9) Employment Agreement, dated January 1, 1999, between Wynn's
International, Inc. and John W. Huber (incorporated herein
by reference to Exhibit 10.3 to Wynn's International, Inc.'s
Report on Form 10-K for the fiscal year ended December 31,
1998).
Exhibit (e)(10) Employment Agreement, dated January 1, 1999, between Wynn's
International, Inc. and Seymour A. Schlosser (incorporated
herein by reference to Exhibit 10.5 to Wynn's International,
Inc.'s Report on Form 10-K for the fiscal year ended
December 31, 1998).
Exhibit (e)(11) Employment Agreement, dated January 1, 1999, between Wynn's
International, Inc. and Gregg M. Gibbons (incorporated
herein by reference to Exhibit 10.7 to Wynn's International,
Inc.'s Report on Form 10-K for the fiscal year ended
December 31, 1998).
Exhibit (e)(12) Form of Indemnification Agreement between Wynn's
International, Inc. and a director of Wynn's International,
Inc. (incorporated herein by reference to Exhibit 10.11 to
Wynn's International, Inc.'s Report on Form 10-K for the
fiscal year ended December 31, 1993).
Exhibit (e)(13) Form of Indemnification Agreement between Wynn's
International, Inc. and an officer of Wynn's International,
Inc. (incorporated herein by reference to Exhibit 10.12 to
Wynn's International, Inc.'s Report on Form 10-K for the
fiscal year ended December 31, 1996).
Exhibit (e)(14) Wynn's International, Inc. Amended and Restated 1980 Stock
Option and Appreciation Rights Plan (incorporated herein by
reference to Exhibit 4.1 to Wynn's International, Inc.'s
Registration Statement on Form S-8, Registration No.
2-68157).
Exhibit (e)(15) Wynn's International, Inc. Amended and Restated 1982
Incentive Stock Option Plan (incorporated herein by
reference to Exhibit 4.2 to Wynn's International, Inc.'s
Registration Statement on Form S-8, Registration No.
2-68157).
Exhibit (e)(16) Wynn's International, Inc. Stock-Based Incentive Award Plan
(incorporated herein by reference to Exhibit 28.1 to Wynn's
International, Inc.'s Registration Statement on Form S-8,
Registration No. 33-30296).
</TABLE>

15
<PAGE> 16
<TABLE>
<S> <C>
Exhibit (e)(17) Amendment No. 1 to Wynn's International, Inc. Stock-Based
Incentive Award Plan (incorporated herein by reference to
Exhibit 28.2 to Wynn's International, Inc.'s Registration
Statement on Form S-8, Registration No. 33-64090).
Exhibit (e)(18) Amendment 1996-1 to Wynn's International, Inc. Stock-Based
Incentive Award Plan (incorporated herein by reference to
Exhibit 10.8 to Wynn's International, Inc.'s Report on Form
10-K for the fiscal year ended December 31, 1996).
Exhibit (e)(19) Amendment 1997-1 to Wynn's International, Inc. Stock-Based
Incentive Award Plan (incorporated herein by reference to
Exhibit 4.4 to Wynn's International, Inc.'s Registration
Statement on Form S-8, Registration No. 333-39045).
Exhibit (e)(20) Wynn's International, Inc. 2000 Corporate Management
Incentive Plan (incorporated herein by reference to Exhibit
10.11 to Wynn's International, Inc.'s Report on Form 10-K
for the fiscal year ended December 31, 1999).
Exhibit (e)(21) Wynn's International, Inc. Non-Employee Directors' Stock
Option Plan (incorporated herein by reference to Exhibit C
of Wynn's International, Inc.'s Definitive Proxy Statement
relating to its Annual Meeting of Stockholders held on May
11, 1994, filed with the SEC on March 25, 1994).
Exhibit (e)(22) Amendment 1996-1 to Wynn's International, Inc. Non-Employee
Directors' Stock Option Plan (incorporated herein by
reference to Exhibit 10.14 to Wynn's International, Inc.'s
Report on Form 10-K for the fiscal year ended December 31,
1996).
Exhibit (e)(23) Wynn's International, Inc. 1999 Stock Awards Plan
(incorporated herein by reference to Exhibit A to Wynn's
International, Inc.'s Proxy Statement to stockholders
regarding the Annual Meeting of Stockholders held on April
28, 1999).
Exhibit (e)(24) Amendment No. 1 to Wynn's International, Inc. 1999 Stock
Awards Plan (incorporated herein by reference to Exhibit
10.24 to Wynn's International, Inc.'s Report on Form 10-K
for the fiscal year ended December 31, 1999).
Exhibit (g) None.
</TABLE>

---------------
* Included in copies mailed to stockholders.

16
<PAGE> 17

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.

Dated: June 22, 2000 WYNN'S INTERNATIONAL, INC.

By: /s/ JAMES CARROLL
------------------------------------
James Carroll
Chairman of the Board and
Chief Executive Officer

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<PAGE> 18

SCHEDULE I

WYNN'S INTERNATIONAL, INC.
500 NORTH STATE COLLEGE BOULEVARD
SUITE 700
ORANGE, CALIFORNIA 92868

INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER

GENERAL

This Information Statement is being mailed on or about June 22, 2000, as
part of the Company's Solicitation/Recommendation Statement on Schedule 14D-9
(the "Schedule 14D-9") to the holders of record of the shares of Common Stock,
par value $0.01 per share, of the Company, including the associated preferred
stock purchase rights issued pursuant to the Rights Agreement (the "Common
Stock"). This Information Statement is furnished in connection with the possible
election of persons designated by Purchaser to a majority of the seats on the
Board. The Merger Agreement requires the Company, at the request of Purchaser,
to take all action necessary to cause Purchaser's designees (the "Purchaser
Designees") to be elected to the Board under the circumstances described
therein. This Information Statement is required by Section 14(f) of the Exchange
Act and Rule 14f-1 thereunder.

You are urged to read this Information Statement carefully. You are not,
however, required to take any action. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Schedule 14D-9.

Pursuant to the Merger Agreement, Purchaser commenced the Offer on June 22,
2000. The Offer currently is scheduled to expire at 12:00 midnight, New York
City time, on July 20, 2000, unless extended.

The information contained in this Information Statement concerning
Purchaser and Merger Sub has been furnished to the Company by Purchaser, and the
Company assumes no responsibility for the accuracy or completeness of such
information.

DESIGNATION OF DIRECTORS

In the Merger Agreement, the Company and Purchaser agreed as follows:

(a) Subject to compliance with Section 14(f) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1
promulgated thereunder, promptly upon the purchase of any Shares by Merger
Sub pursuant to the Offer, and from time to time thereafter as Shares are
acquired by Merger Sub, Purchaser will be entitled to designate such number
of directors, rounded up to the next whole number, on the Board of
Directors of the Company (the "Board") as will give Purchaser
representation on the Board equal to at least that number of directors
which equals the product of the total number of directors on the Board
(giving effect to the directors appointed or elected pursuant to this
sentence and including current directors serving as officers of the
Company) multiplied by the percentage that the aggregate number of Shares
beneficially owned by Purchaser or any affiliate of Purchaser (including
such Shares as are accepted for payment pursuant to the Offer, but
excluding Shares held by the Company) bears to the number of Shares
outstanding.

(b) At the request of Purchaser, the Company will also cause each
committee of the Board to include persons designated by Purchaser
constituting the same percentage of each such committee as Purchaser's
designees are of the Board.
<PAGE> 19

(c) At the request of Purchaser, the Company will promptly increase
the size of the Board or exercise its best efforts to secure the
resignations of such number of directors as is necessary to enable the
Purchaser designees to be elected to the Board and will cause the Purchaser
designees to be so elected.

(d) Until the Effective Time, the Board will have at least two
directors who are directors on the date of the Merger Agreement and who are
neither officers of the Company nor designees, stockholders, affiliates or
associates of Purchaser (one or more of such directors, the "Independent
Directors"); provided, further, that if no Independent Directors remain,
the other directors will designate one person to fill one of the vacancies
who is not either an officer of the Company or a designee, stockholder,
affiliate or associate of Purchaser, and such person will be deemed to be
an Independent Director.

(e) Prior to the Effective Time, the affirmative vote of a majority of
the Independent Directors will be required to (i) amend or terminate the
Merger Agreement on behalf of the Company, (ii) exercise or waive any of
the Company's rights or remedies hereunder, (iii) extend the time for
performance of Purchaser's or Merger Sub's obligations under the Merger
Agreement, or (iv) take any other action by the Company in connection with
the Merger Agreement required to be taken by the Board.

Purchaser has informed the Company that it will choose the Purchaser
Designees from the directors and executive officers listed in Schedule I to the
Offer to Purchase, a copy of which is being mailed to stockholders together with
this Schedule 14D-9. The information on such Schedule I is incorporated herein
by reference.

It is expected that the Purchaser Designees may assume office at any time
following the purchase by Merger Sub of any Shares pursuant to the Offer, which
purchase cannot be earlier than July 20, 2000, and that, upon assuming office,
the Purchaser Designees will thereafter constitute at least a majority of the
Board.

CERTAIN INFORMATION CONCERNING THE COMPANY

The shares of Common Stock (the "Shares") are the only class of voting
securities of the Company outstanding. Each Share has one vote. As of June 12,
2000, the Company had 18,688,809 Shares outstanding.

I-2
<PAGE> 20

DIRECTORS AND OFFICERS OF THE COMPANY

The Company's Board currently consists of seven directors. The Board is
divided into three classes. Two of the classes have two directors and the other
class has three directors. Only one class is elected each year. The names of the
current directors and executive officers, their ages as of June 20, 2000 and
certain other information about them are set forth below. As indicated above,
some of the current directors may resign effective immediately following the
purchase of the shares by Merger Sub pursuant to the Offer.

<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE DURING PAST FIVE YEARS AND DIRECTOR
NAME AGE CERTAIN OTHER DIRECTORSHIPS SINCE
---- --- -------------------------------------------------------- --------
<S> <C> <C> <C>
DIRECTORS WHOSE TERMS EXPIRE IN 2001
------------------------------------
Bryan L. Herrmann...... 64 Chairman, Base Camp 9 Corp. (1990 - present) 1975
(recreational 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); a Director and member of the Audit
Committee and Executive Committee.

Robert H. Hood, Jr..... 68 President, Douglas Aircraft Company (1989 - 1996) 1993
(aircraft 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...... 70 Independent business consultant (1983 - 1999); Partner, 1994
Ernst & Young LLP (1969 - 1983); a Director and Chairman
of the Audit Committee and member of the Executive
Committee.

DIRECTORS WHOSE TERMS EXPIRE IN 2002
------------------------------------
Barton Beek............ 76 Of Counsel, O'Melveny & Myers LLP (February 1993
1994 - present) (law firm); Partner, O'Melveny & Myers
LLP (1962 - January 1994); a director of Fechtor,
Detwiler, Mitchell & Co.; a Director and member of the
Compensation Committee and Nominating Committee.

James Carroll.......... 70 Chairman of the Board and Chief Executive Officer 1988
(December 1996 - present); President and Chief Executive
Officer of the Company (1988 - December 1996); a
Director, Chairman of the Executive Committee and
Chairman of the Nominating Committee.
</TABLE>

I-3
<PAGE> 21

<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE DURING PAST FIVE YEARS AND DIRECTOR
NAME AGE CERTAIN OTHER DIRECTORSHIPS SINCE
---- --- -------------------------------------------------------- --------
<S> <C> <C> <C>
DIRECTORS WHOSE TERMS EXPIRE IN 2003
------------------------------------
Donald C. Trauscht... 66 Chairman, BW Capital Corporation (1996 - present) 1998
(private investment company); Chairman, Borg-Warner
Corporation (1994 - 1995) (physical and electronic
security services); Chairman and Chief Executive
Officer, Borg-Warner Corporation (1991 - 1994)
(diversified manufacturing and service company);
director of Blue Bird Corporation, Burns International
Corporation, Cordant Technologies, Inc., ESCO
Electronics Corporation and Global Motorsport Group
Inc.; a Director and member of the Audit Committee,
Compensation Committee and Stock Awards Committee.

James D. Woods....... 68 Chairman Emeritus and Consultant for Baker Hughes 1990
Incorporated (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., Howmet International, Inc., Kaiser
Aluminum, Inc. and OMI Corporation; a Director, Chairman
of the Compensation Committee, Chairman of the Stock
Awards Committee and a member of the Nominating
Committee.
</TABLE>

THE COMPANY'S OFFICERS

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

<TABLE>
<CAPTION>
EXECUTIVE
OFFICER SINCE AGE
------------- ---
<S> <C> <C> <C>
James Carroll......... Chairman of the Board and Chief Executive 1988 70
Officer
John W. Huber......... President and Chief Operating Officer 1996 56
Seymour A. Schlosser.. Vice President-Finance and Chief Financial 1989 54
Officer
Gregg M. Gibbons...... Vice President-Corporate Affairs and General 1986 47
Counsel
</TABLE>

The principal occupations of Messrs. Carroll, Schlosser and Gibbons for the
past five years have been their current respective positions with the Company.
In addition, Mr. Gibbons was Secretary of the Company until December 1997. Mr.
Huber was named President and Chief Operating Officer of the Company in December
1996. In March 2000, Mr. Huber was also named President and Chief Executive
Officer of Goshen Rubber Companies, Inc., a wholly-owned subsidiary of the
Company. For the five years immediately preceding his appointment as President
and Chief Operating Officer of the Company, Mr. Huber was President and Chief
Executive Officer of Wynn's-Precision, Inc., a wholly-owned subsidiary of the
Company. There is no arrangement or understanding between any executive officer
and any other person pursuant to which he was selected as an officer. There is
no family relationship between any executive officers of the Company.

COMMITTEES OF THE BOARD

The Board 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 above.

I-4
<PAGE> 22

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 1999.

COMPENSATION COMMITTEE

The Compensation Committee is responsible for recommending the cash
compensation of the Company's officers, recommending and administering the
Company's annual Corporate Management Incentive Plan, recommending retirement
compensation for the Company's officers and employees and considering management
succession issues. The Compensation Committee met twice during 1999.

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 1999.

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 (iv) declare
a dividend or authorize the issuance of stock of the Company unless expressly
authorized by a resolution of the Board. The Executive Committee did not meet
during 1999.

NOMINATING COMMITTEE

The Nominating Committee is responsible for developing and submitting to
the Board (i) criteria for evaluating director nominees and existing Board
members, (ii) recommendations to fill Board vacancies, and (iii) 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
met once during 1999.

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

During 1999, the Board of Directors met five times. Each director attended
at least 75% of the 1999 Board meetings, and each director attended at least 75%
of the aggregate number of 1999 meetings of the Board Committees on which he
served.

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.

I-5
<PAGE> 23

COMPENSATION OF DIRECTORS

RETAINER AND MEETING FEES

During 1999, the Company compensated each director, except Mr. Carroll and
Wesley E. Bellwood, a former director of the Company, for his services by
payment of (i) a quarterly retainer of $5,000, (ii) $2,000 for each Board
meeting attended and (iii) $1,000 for each Audit Committee, Compensation
Committee and Nominating Committee meeting attended. The Company did not pay a
separate fee to Stock Awards Committee members for attending its 1999 meetings.
Commencing April 1, 2000, the Company pays each director (i) a quarterly
retainer of $5,000, (ii) $2,500 for each Board meeting attended and (iii) $1,250
for each Audit Committee, Compensation Committee and Nominating Committee
meeting attended.

Mr. Bellwood resigned as a director of the Company as of January 3, 1999.
In 1999, Mr. Bellwood received a retainer fee of $6,333 for his services as
Chairman Emeritus of the Board 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 1999.

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 1999 and continues to retain in 2000
to handle various legal matters.

I-6
<PAGE> 24

SECURITY OWNERSHIP OF PRINCIPAL
STOCKHOLDERS AND MANAGEMENT

The following table sets forth certain information as of June 12, 2000
concerning the beneficial ownership of the Company's Common Stock by (i) the
only persons known by the Company to own beneficially more than five percent of
the outstanding shares of Common Stock, (ii) the individuals named in the
Summary Compensation Table, and (iii) all current directors and executive
officers of the Company as a group. Except as otherwise indicated, beneficial
ownership includes both voting and dispositive or investment power (whether or
not shared with a spouse directly or indirectly as trustees of a family trust or
similar arrangement).

<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
SHARES SHARES
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED OWNED(1)
------------------------------------ ------------ -------------
<S> <C> <C>
Mario J. Gabelli............................................ 4,590,869(2) 24.6
One Corporate Center
Rye, New York 10580
FMR Corp.................................................... 1,997,150(3) 10.7
82 Devonshire Street
Boston, Massachusetts 02109
James Carroll............................................... 1,156,152(4) 6.2
P.O. Box 14143
Orange, California 92683
Carl E. Wynn Foundation..................................... 1,038,697(5) 5.6
1280 Bison Avenue, Suite B-9-601
Newport Beach, California 92660
SunTrust Banks, Inc......................................... 994,817(6) 5.3
303 Peachtree Street, Suite 1500
Atlanta, Georgia 30308
</TABLE>

---------------
(1) When a stockholder holds options exercisable within 60 days of June 12,
2000, we treat the Common Stock covered by 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.

(2) 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 4,545,339 shares, sole
dispositive power with respect to 4,590,869 shares and no voting power with
respect to 45,530 shares. Except for 76,500 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 February 5, 1999.

(3) 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 15,700 shares only. It has
sole dispositive power with respect to 1,997,150 shares. The share
information reflected is based on the Schedule 13G filed by FMR Corp. for
the year ended December 31, 1999.

(4) Includes 69,249 shares purchasable within 60 days of June 12, 2000 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.

(5) The share information reflected is based on information provided by an
officer of the Carl E. Wynn Foundation in February 2000.

(6) Includes shares beneficially owned by SunTrust Banks of Tennessee, Inc.,
SunTrust Equitable Securities Corporation and in various fiduciary
capacities. SunTrust has sole voting power with respect to 994,817

I-7
<PAGE> 25

shares. It has sole dispositive power with respect to 991,455 shares only.
The share information reflected is based on a Schedule 13G provided to the
Company by SunTrust Banks, Inc. for the year ended December 31, 1999.

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table indicates the number of shares of Common Stock owned by
the Company's directors and executive officers on June 12, 2000.

<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
SHARES SHARES
BENEFICIALLY BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED(1) OWNED(2)
------------------------ ------------ -------------
<S> <C> <C>
James Carroll............................................... 1,156,152(3) 6.2
Barton Beek................................................. 19,250(4) *
Bryan L. Herrmann........................................... 16,197(5) *
Robert H. Hood, Jr.......................................... 17,201(6) *
Richard L. Nelson........................................... 17,200(7) *
Donald C. Trauscht.......................................... 9,400(8) *
James D. Woods.............................................. 16,850(9) *
John W. Huber............................................... 152,932(10) *
Seymour A. Schlosser........................................ 135,316(11) *
Gregg M. Gibbons............................................ 185,272(12) 1.0
All directors and executive officers as a group (10
persons).................................................. 1,725,770(13) 9.0
</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) When a director or executive officer holds options exercisable within 60
days of June 12, 2000, we treat the Common Stock covered by those options
as outstanding shares when we calculate that director or executive
officer'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 director or executive officer.

(3) Includes 69,249 shares purchasable within 60 days of June 12, 2000 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 12,488 shares purchasable within 60 days of June 12, 2000 upon the
exercise of stock options.

(5) Includes 9,426 shares purchasable within 60 days of June 12, 2000 upon the
exercise of stock options.

(6) Includes 8,101 shares purchasable within 60 days of June 12, 2000 upon the
exercise of stock options.

(7) Includes 9,450 shares purchasable within 60 days of June 12, 2000 upon the
exercise of stock options.

(8) Includes 5,400 shares purchasable within 60 days of June 12, 2000 upon the
exercise of stock options.

(9) Includes 8,100 shares purchasable within 60 days of June 12, 2000 upon the
exercise of stock options.

(10) Includes 118,497 shares purchasable within 60 days of June 12, 2000 upon
the exercise of stock options.

(11) Includes 94,248 shares purchasable within 60 days of June 12, 2000 upon the
exercise of stock options.

(12) Includes 77,985 shares purchasable within 60 days of June 12, 2000 upon the
exercise of stock options.

(13) Includes 412,944 shares purchasable within 60 days of June 12, 2000 upon
the exercise of stock options.

I-8
<PAGE> 26

REPORT OF THE COMPENSATION COMMITTEE

TO: THE BOARD OF DIRECTORS

The Compensation Committee is responsible for evaluating the performance
and determining the compensation levels of the Company's Chief Executive Officer
and all other executive officers. In connection therewith, the Committee
recommends and administers the Company's annual Corporate Management Incentive
Plan. The Committee also is responsible for recommending retirement compensation
for the Company's officers and employees, and considering management succession
issues. Each year, the Committee reviews with the Board in detail all aspects of
compensation for the Company's executive officers.

OVERALL COMPENSATION POLICIES

The Company believes that its financial success directly correlates with
the skills and talents of its executive management. In order to recruit, retain
and motivate top-performing executives who have exceptional skills and talents,
the Company must provide an outstanding executive compensation package. In
structuring executive compensation, the Committee adheres to the following
policies:

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

- The Committee should evaluate each officer's individual performance and
the extent to which that individual performance contributed to the
Company's overall performance.

- Compensation levels should be appropriate and commensurate with
compensation paid to executives in the same industry.

- Executive officers 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.

- Each executive officer should own a significant number of shares of the
Company's Common Stock and the Company should continue to provide
executive officers with an incentive to increase their stock ownership in
the Company.

- Retirement benefits should provide a meaningful source of income to
retired executives in order to give current executives greater incentive
to provide long-term service to the Company.

- 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 four forms of compensation in
implementing these policies: (i) base salary, (ii) performance-based bonuses,
(iii) stock options and other stock-based awards, and (iv) retirement benefits
pursuant to the Company's retirement and 401(k) plans.

ANNUAL COMPENSATION

Annual compensation for each executive officer consists mainly of base
salary and a contingent bonus based upon Company and individual performance.
Each year the Committee reviews the base salaries of its executive officers. In
setting the base salary for an executive officer, the Committee reviews the
officer's current salary and salary history, and evaluates the officer's
individual performance during the year. The Committee also considers the
prevailing salary rates of comparable executive officers of other companies in
the same industry and the relative financial performance of the Company.

An executive officer will receive a bonus for a given year if (i) the
Company has achieved certain financial objectives for the year, and (ii) the
Committee determines that the officer's individual performance contributed to
the achievement of those objectives. Each year the Company establishes a
Corporate Management Incentive Plan (the "Management Incentive Plan"). The
Management Incentive Plan sets forth the Company's financial objectives for the
coming year and establishes a formula for determining a corporate bonus pool if
the Company achieves its financial objectives.
I-9
<PAGE> 27

Under the 1999 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 a 20%
return on beginning stockholders' equity, subject to a maximum bonus pool of
$2,000,000.

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 how
to allocate the remainder of the bonus pool to the executive officers, subject
to a maximum payment to each executive officer 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 that are more difficult to quantify, such
as the development and execution of key corporate strategies, the containment of
costs and minimization of liabilities, and the ability to lead and motivate
others. Based on these factors, the Committee arrives at an incentive
compensation figure for each of the executive officers.

Under the 1999 Management Incentive Plan, the Committee may recommend to
the Board, and the Board may grant, an additional bonus for outstanding
performance, even if the payment of such additional bonus award would cause the
maximum bonus pool to be exceeded. 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 Company provides long-term incentives to the executive
officers of the Company. The Stock Awards Committee, which is a sub-committee of
the Compensation 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, performance share awards and other awards under the
Company's 1999 Stock Awards Plan, and prior to its expiration in May 1999, 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 it should grant stock-based awards to 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 additional incentive to achieve the
goals set. In addition, the Stock Awards Committee considers whether a
stock-based award would provide the executive officer with the opportunity and
incentive to increase his stock ownership in the Company.

CONSIDERATION OF TAX IMPLICATIONS

As one of many 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 of compensation and benefits.
For example, some types of compensation payments and their deductibility (e.g.,
the spread on exercise of nonqualified stock 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. Section
162(m) essentially 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 alternatives include offering stock-based
awards that are designed to
I-10
<PAGE> 28

meet the deductibility criteria established in the regulations under Section
162(m). In addition, the Committee may consider offering executive officers the
option of deferring some of their compensation to another year.

1999 EXECUTIVE COMPENSATION

The formula bonus pool under the 1999 Management Incentive Plan was
$1,514,000. Based on the recommendation of management and the concurrence of the
Committee members, the Committee recommended that only $1,000,000 be accrued and
paid to all corporate personnel, including the executive officers, for services
rendered in 1999. Of this amount, the executive officers decided to pay a total
of $300,000 to the other corporate personnel. The remaining balance of $700,000
was then available for the Committee to pay bonuses to the executive officers.

Based on the Company's performance in 1999, and the Committee's assessment
of the contribution of each of the executive officers to this performance, the
Committee awarded to each of Messrs. Carroll, Schlosser and Gibbons a bonus
equal to approximately 61.2% of his base salary. The Committee did not award a
bonus to Mr. Huber for 1999.

In 1999, each executive officer also received perquisites and other
benefits incidental to his employment that, in the aggregate for each executive
officer, were well below the threshold reporting requirements.

COMPENSATION OF CHIEF EXECUTIVE OFFICER

In 1999, Mr. Carroll received a base salary of $600,000 pursuant to an
employment agreement with the Company that expires on December 31, 2001.

In addition to his base salary for 1999, the Committee also awarded Mr.
Carroll a bonus of $367,340 under the 1999 Management Incentive Plan. In
determining the size of Mr. Carroll's bonus, the Committee reviewed Mr.
Carroll's role in achieving the Company's 1999 financial results, which included
record revenues, pretax income and income after taxes, and substantial cash
generated from operations. The Committee also recognized Mr. Carroll's key role
in consummating the Company's acquisition in 1999 of Goshen Rubber Companies,
Inc. In addition, the Committee considered Mr. Carroll's leadership in
non-financial matters, such as the development and implementation of corporate
strategies, the development of a strong management team and the motivation of
the Company's key executives. Based on all of these factors, the Committee
concluded that a bonus award equal to 61.2% of Mr. Carroll's base salary was
appropriate.

Mr. Carroll's total compensation in 1999 did not exceed the Section 162(m)
$1,000,000 deductibility limit.

I-11
<PAGE> 29

CONCLUSION

The Committee has reviewed each element of compensation for each of the
executive officers for 1999. In the Committee's opinion, the compensation of
each executive officer is reasonable and appropriate in view of the Company's
consolidated performance and the Committee's evaluation of each executive
officer's contribution to that performance.

COMPENSATION COMMITTEE

James D. Woods
Barton Beek
Robert H. Hood, Jr.
Donald C. Trauscht

February 16, 2000

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

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

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
-----------------------
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
ANNUAL COMPENSATION AWARD(S) OPTIONS COMPENSATION
-------------------------- ---------- ---------- ------------
NAME/PRINCIPAL POSITION YEAR SALARY($)(A) BONUS($)(A) ($) (#) ($)(B)
----------------------- ---- ------------ ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
James Carroll........................ 1999 $600,000 $367,340 -0- 12,500 $ 4,000
Chairman of the Board and 1998 $566,500 $303,630 -0- 25,000 $ 4,000
Chief Executive Officer 1997 $515,000 $515,000 -0- -0- $ 4,000
John W. Huber........................ 1999 $386,900 -0- -0- 7,500 $ 4,000
President and Chief 1998 $365,000 $195,630 -0- 15,000 $ 4,000
Operating Officer 1997 $326,000 $326,000 -0- -0- $148,377(C)
Seymour A. Schlosser................. 1999 $275,176 $168,472 -0- 7,500 $ 4,000
Vice President-Finance 1998 $259,600 $139,139 -0- 10,000 $ 4,000
and Chief Financial Officer 1997 $236,000 $236,000 -0- -0- $ 4,000
Gregg M. Gibbons..................... 1999 $268,180 $164,188 -0- 7,500 $ 4,000
Vice President-Corporate 1998 $253,000 $135,601 -0- 10,000 $ 4,000
Affairs and General Counsel(D) 1997 $230,000 $230,000 -0- -0- $ 4,000
</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) Prior to December 31, 1997, Mr. Gibbons also served as the Company's
Secretary.

I-12
<PAGE> 30

STOCK OPTIONS

The following tables set forth information with respect to the individuals
named in the Summary Compensation Table concerning stock option grants and
exercises during fiscal 1999 and unexercised options held as of the end of that
fiscal year.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------- POTENTIAL
PERCENT OF REALIZATION VALUE
NUMBER OF TOTAL AT ASSUMED ANNUAL
SECURITIES OPTIONS RATES OF STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION FOR
OPTIONS EMPLOYEES EXERCISE OPTION TERM
GRANTED IN FISCAL PRICE EXPIRATION --------------------
NAME (#)(A, B, C) YEAR ($/SH)(D) DATE 5%($) 10%($)
---- ------------ ---------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
James Carroll................ 12,500 10.5% $18.875 2/10/2009 $148,380 $376,024
John W. Huber................ 7,500 6.3% $18.875 2/10/2009 $ 89,028 $225,614
Seymour A. Schlosser......... 7,500 6.3% $18.875 2/10/2009 $ 89,028 $225,614
Gregg M. Gibbons............. 7,500 6.3% $18.875 2/10/2009 $ 89,028 $225,614
</TABLE>

---------------
(A) No stock appreciation rights have been granted or are presently outstanding.
Options granted in 1999 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 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 case
of certain events related to termination of employment.

(B) Under the terms of the Company's Stock-Based Incentive Award Plan, the Stock
Awards Committee retains discretion, subject to plan limits, to modify the
terms of outstanding options and to reprice the options.

(C) With the exception of the options granted to Mr. Carroll, the options were
accompanied by performance share award grants. See "1999 Performance Share
Award Activity of Executive Officers" 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.

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
(#) ($)(A)
SHARES VALUE ----------------- -----------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ---------- ----------------- -----------------
<S> <C> <C> <C> <C>
James Carroll.................. 202,500 $2,731,725 58,000/20,000 $ 323,798/$0
John W. Huber.................. -0- -0- 111,750/14,251 $726,022/$1,407
Seymour A. Schlosser........... 28,125 $ 390,094 105,719/10,500 $ 894,533/$0
Gregg M. Gibbons............... 1,627 $ 12,670 97,015/10,500 $ 842,494/$0
</TABLE>

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

I-13
<PAGE> 31

PERFORMANCE SHARE AWARD ACTIVITY

Summary Of Employee Stock Bonus Policies

Since February 1994, the Company has maintained an Employee Stock Bonus
Policy (the "1994 Stock Policy") as part of the Company's existing Stock-Based
Incentive Award Plan (the "Former Stock Plan"). Under the 1994 Stock Policy,
stock option awards granted after January 1, 1994 under the Former Stock Plan
were accompanied by a performance share award contingent upon exercise of the
associated options. In 1999, the Company adopted a new 1999 Stock Awards Plan
(the "1999 Stock Plan") and a new 1999 Employee Stock Bonus Policy (the "1999
Stock Policy"). Under the 1999 Stock Policy, stock option awards granted on or
after April 28, 1999 under the 1999 Stock Plan are accompanied by a performance
share award contingent upon exercise of the associated options.

Under both the 1994 Stock Policy and the 1999 Stock Policy, 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 after exercise and (ii)
remain continuously employed by the Company during the three-year period. During
that 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, between January 1, 1994 and December 31, 1998 pursuant to the 1994
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 and in 1997, Mr. Gibbons exercised
options associated with 621 performance shares.

1999 Performance Share Award Activity Of Executive Officers

In 1999, performance share awards under the 1994 Stock Policy were made to
Messrs. Huber, Schlosser and Gibbons in the amount of 1,500 contingent
performance shares each. In 1999, Mr. Gibbons exercised options associated with
325 performance shares. Also in 1999, Mr. Gibbons was awarded 2,306 performance
shares based on option exercises in 1996. No performance share awards were
granted in 1999 to executive officers under the 1999 Stock Policy.

PENSION PLAN TABLE

The following table shows estimated annual benefits payable upon retirement
in specified compensation and years of service classifications to the executive
officers listed in the Summary Compensation Table.

<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------
BASE REMUNERATION 10 20 30
----------------- -------- -------- --------
<S> <C> <C> <C>
$250,000........................................... $ 45,000 $ 90,000 $125,000
$350,000........................................... $ 63,000 $126,000 $175,000
$450,000........................................... $ 81,000 $162,000 $225,000
$550,000........................................... $ 99,000 $198,000 $275,000
$650,000........................................... $117,000 $234,000 $325,000
</TABLE>

I-14
<PAGE> 32

The Company's retirement benefits are based on the participant's highest
base salary in his final three years of employment. Messrs. Carroll, Huber,
Schlosser and Gibbons have completed 20, 14, 11 and 22 years of service,
respectively, under the Company's retirement plans. The benefits shown above are
the aggregate amounts provided under the Company's qualified retirement plan,
the employer-provided portion of the Company's 401(k) plan and the Company's
non-qualified and unfunded supplemental retirement income plan. The annual
benefits shown above represent a single life annuity commencing at age 65. These
amounts would be actuarially reduced if an alternate form of pension benefit
were elected or for the commencement of benefits prior to age 65. The above
benefits are reduced dollar-for-dollar by the officers' primary Social Security
benefits.

I-15
<PAGE> 33

PERFORMANCE GRAPH

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**

[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
WYNN'S INTERNATIONAL, INC. PEER GROUP INDEX NYSE MARKET INDEX
-------------------------- ---------------- -----------------
<S> <C> <C> <C>
1994 100.00 100.00 100.00
1995 137.56 106.76 129.66
1996 223.44 134.55 156.20
1997 341.67 171.78 205.49
1998 359.68 175.28 244.52
1999 233.46 148.48 267.75
</TABLE>

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-------------------------------------------------
1994 1995 1996 1997 1998 1999
---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Wynn's International, Inc. ...................... 100 137.56 223.44 341.67 359.68 233.46
Peer Group Index................................. 100 106.76 134.55 171.78 175.28 148.48
NYSE Market Index................................ 100 129.66 156.20 205.49 244.52 267.75
</TABLE>

---------------
* $100 invested on December 31, 1994 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 64 public
companies. The Peer Group and New York Stock Exchange Market Index
information was furnished by Media General Financial Services.

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, 2001. These contracts
provide for an annual salary to be fixed by the Board of Directors for 2000 and
thereafter at not less than $650,000 for Mr. Carroll, $386,900 for Mr. Huber,
$294,438 for Mr. Schlosser and $286,953 for Mr. Gibbons. Increases above these
minimums are entirely within the Board's discretion.

I-16
<PAGE> 34

control" will be deemed to take place if (a) any change occurs that 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.

Both the Company's Stock-Based Incentive Award Plan and 1999 Stock Awards
Plan provide 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 definitions of "change in control" in the Stock-Based
Incentive Award Plan and the 1999 Stock Awards Plan are 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.

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 in 1999
with all applicable Section 16(a) filing requirements.

I-17
<PAGE> 35

[J.P. MORGAN SECURITIES INC. LOGO]

SCHEDULE II

June 13, 2000

The Board of Directors
Wynn's International, Inc.
500 North State College Boulevard, Suite 700
Orange, California 92868

Attention: Mr. James Carroll
Chairman of the Board and Chief Executive Officer

Ladies and Gentlemen:

You have requested our opinion as to the fairness, from a financial point
of view, to the stockholders and option holders of Wynn's International, Inc.
(the "Company") of the consideration proposed to be paid to them in connection
with the proposed transaction in which a wholly-owned subsidiary ("Merger Sub")
of Parker-Hannifin Corporation (the "Buyer") will promptly commence a tender
offer to purchase any and all of the outstanding shares of the Company for
$23.00 per share in cash and as promptly thereafter as practicable will merge
with the Company, and each outstanding share of common stock of the Company not
previously tendered would be converted into the right to receive $23.00 in cash
(the "Proposed Transaction"). In addition, all outstanding options to purchase
shares of common stock of the Company will be exchanged for cash in an amount
equal to the excess, if any, of $23.00 over the per share exercise price of such
option, multiplied by the number of shares of common stock of the Company
underlying such option. The terms and conditions of the Proposed Transaction are
set forth in the Agreement and Plan of Merger, dated as of June 13th, 2000 (the
"Agreement"), among the Company, the Buyer and Merger Sub.

In arriving at our opinion, we have reviewed (i) the Agreement; (ii)
certain publicly available information concerning the business of the Company
and of certain other companies engaged in businesses comparable to those of the
Company, and the reported market prices for certain other companies' securities
deemed comparable; (iii) publicly available terms of certain transactions
involving companies comparable to the Company and the consideration received for
such companies; (iv) current and historical market prices of the common stock of
the Company; (v) the audited financial statements of the Company for the fiscal
years ended December 31, 1995 through 1999, and the unaudited financial
statements of the Company for the period ended March 31, 2000; (vi) certain
internal financial analyses and forecasts prepared by the Company and its
management; and (vii) the terms of other business combinations that we deemed
relevant.

In addition, we have held discussions with certain members of the
management of the Company and the Buyer with respect to certain aspects of the
Proposed Transaction, the past and current business operations of the Company,
the financial condition and future prospects and operations of the Company, the
effects of the Proposed Transaction on the financial condition and future
prospects of the Company, and certain other matters we believed necessary or
appropriate to our inquiry. We have reviewed such other financial studies and
analyses and considered such other information, as we deemed appropriate for the
purposes of this opinion. In giving our opinion, we have relied upon and
assumed, without independent verification, the accuracy and completeness of all
information that was publicly available or was furnished to us by the Company or
otherwise reviewed by us, and we have not assumed any responsibility or
liability therefor. We have not conducted any valuation or appraisal of any
assets or liabilities, nor have any such valuations or appraisals been provided
to us. In relying on financial analyses and forecasts provided to us, we have
assumed that they have been reasonably prepared based on assumptions reflecting
the best currently available estimates and judgments by management as to the
expected future results of operations and financial condition of the Company to
which such analyses or forecasts relate. We have also assumed that the
transactions contemplated
<PAGE> 36

by the Agreement will be consummated as described in the Agreement. We have
relied as to all legal matters relevant to rendering our opinion upon the advice
of counsel.

Our opinion is necessarily based on economic, market and other conditions
as in effect on, and the information made available to us as of, the date
hereof. It should be understood that subsequent developments may affect this
opinion and that we do not have any obligation to update, revise, or reaffirm
this opinion.

We have acted as financial advisor to the Company with respect to the
Proposed Transaction and will receive a fee from the Company for our services.
We will also receive an additional fee if the Proposed Transaction is
consummated. Please be advised that we have no other financial advisory or other
relationships with the Company or the Buyer. In the ordinary course of their
businesses, J.P. Morgan and its affiliates may actively trade the debt and
equity securities of the Company or the Buyer for their own account or for the
accounts of customers and, accordingly, they may at any time hold long or short
positions in such securities.

On the basis of and subject to the foregoing, it is our opinion as of the
date hereof that the consideration to be paid to the Company's stockholders and
option holders in the Proposed Transaction is fair, from a financial point of
view, to the stockholders and option holders of the Company.

This letter is provided to the Board of Directors of the Company in
connection with and for the purposes of its evaluation of the Proposed
Transaction. This opinion does not constitute a recommendation to any
stockholder of the Company as to whether to accept the consideration in the
proposed tender offer or how such stockholder should vote with respect to the
subsequent merger. This opinion may not be disclosed, referred to, or
communicated (in whole or in part) to any third party for any purpose whatsoever
except with our prior written consent in each instance. This opinion may be
reproduced in full in any tender offer materials or proxy or information
statement mailed to stockholders of the Company but may not otherwise be
disclosed publicly in any manner without our prior written approval.

Very truly yours,

J.P. MORGAN SECURITIES INC.

II-2
<PAGE> 37

EXHIBIT INDEX

The following exhibits are filed herewith:

<TABLE>
<S> <C>
Exhibit (a)(1) Offer to Purchase, dated June 22, 2000 (incorporated by
reference to Exhibit (a)(1) to the Schedule TO).*
Exhibit (a)(2) Letter of Transmittal, dated June 22, 2000 (incorporated by
reference to Exhibit (a)(2) to the Schedule TO).*
Exhibit (a)(3) Joint Press Release, dated June 13, 2000, issued by
Parker-Hannifin Corporation and Wynn's International, Inc.
(incorporated by reference to Exhibit 99.3 to Wynn's
International, Inc.'s Report on Form 8-K dated June 13,
2000).
Exhibit (a)(4) Letter to Stockholders of Wynn's International, Inc., dated
June 22, 2000.*
Exhibit (e)(1) Confidentiality Agreement, dated February 7, 2000, by and
between Parker-Hannifin Corporation and Wynn's
International, Inc.
Exhibit (e)(2) Agreement and Plan of Merger, dated as of June 13, 2000, by
and among Parker-Hannifin Corporation, WI Holding Inc. and
Wynn's International, Inc. (incorporated by reference to
Exhibit (d)(2) to the Schedule TO).
Exhibit (e)(3) Opinion of J.P. Morgan Securities Inc., dated June 13, 2000
(attached hereto as Schedule II).*
Exhibit (e)(4) Stockholder Tender Agreement, dated as of June 13, 2000,
between James Carroll and Parker-Hannifin Corporation
(incorporated by reference to Exhibit 99.1 to Wynn's
International, Inc.'s Report on Form 8-K dated June 13,
2000).
Exhibit (e)(5) Consulting Agreement, dated June 13, 2000, between James
Carroll and Parker-Hannifin Corporation (incorporated by
reference to Exhibit (d)(4) to the Schedule TO).
Exhibit (e)(6) Second Amended Rights Agreement, dated as of October 22,
1998, by and between Wynn's International, Inc. and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent
(incorporated herein by reference to Exhibit 2.1 to
Amendment No. 2 on Form 8-A/A dated November 5, 1998).
Exhibit (e)(7) Amendment No. 1 to Second Amended Rights Agreement, dated as
of June 13, 2000, by and between Wynn's International, Inc.
and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (incorporated by reference to Exhibit 99.2 to Wynn's
International, Inc.'s Report on Form 8-K dated June 13,
2000).
Exhibit (e)(8) Employment Agreement, dated January 1, 1999, between Wynn's
International, Inc. and James Carroll (incorporated herein
by reference to Exhibit 10.1 to Wynn's International, Inc.'s
Report on Form 10-K for the fiscal year ended December 31,
1998).
Exhibit (e)(9) Employment Agreement, dated January 1, 1999, between Wynn's
International, Inc. and John W. Huber (incorporated herein
by reference to Exhibit 10.3 to Wynn's International, Inc.'s
Report on Form 10-K for the fiscal year ended December 31,
1998).
Exhibit (e)(10) Employment Agreement, dated January 1, 1999, between Wynn's
International, Inc. and Seymour A. Schlosser (incorporated
herein by reference to Exhibit 10.5 to Wynn's International,
Inc.'s Report on Form 10-K for the fiscal year ended
December 31, 1998).
Exhibit (e)(11) Employment Agreement, dated January 1, 1999, between Wynn's
International, Inc. and Gregg M. Gibbons (incorporated
herein by reference to Exhibit 10.7 to Wynn's International,
Inc.'s Report on Form 10-K for the fiscal year ended
December 31, 1998).
</TABLE>
<PAGE> 38
<TABLE>
<S> <C>
Exhibit (e)(12) Form of Indemnification Agreement between Wynn's
International, Inc. and a director of Wynn's International,
Inc. (incorporated herein by reference to Exhibit 10.11 to
Wynn's International, Inc.'s Report on Form 10-K for the
fiscal year ended December 31, 1993).
Exhibit (e)(13) Form of Indemnification Agreement between Wynn's
International, Inc. and an officer of Wynn's International,
Inc. (incorporated herein by reference to Exhibit 10.12 to
Wynn's International, Inc.'s Report on Form 10-K for the
fiscal year ended December 31, 1996).
Exhibit (e)(14) Wynn's International, Inc. Amended and Restated 1980 Stock
Option and Appreciation Rights Plan (incorporated herein by
reference to Exhibit 4.1 to Wynn's International, Inc.'s
Registration Statement on Form S-8, Registration No.
2-68157).
Exhibit (e)(15) Wynn's International, Inc. Amended and Restated 1982
Incentive Stock Option Plan (incorporated herein by
reference to Exhibit 4.2 to Wynn's International, Inc.'s
Registration Statement on Form S-8, Registration No.
2-68157).
Exhibit (e)(16) Wynn's International, Inc. Stock-Based Incentive Award Plan
(incorporated herein by reference to Exhibit 28.1 to Wynn's
International, Inc.'s Registration Statement on Form S-8,
Registration No. 33-30296).
Exhibit (e)(17) Amendment No. 1 to Wynn's International, Inc. Stock-Based
Incentive Award Plan (incorporated herein by reference to
Exhibit 28.2 to Wynn's International, Inc.'s Registration
Statement on Form S-8, Registration No. 33-64090).
Exhibit (e)(18) Amendment 1996-1 to Wynn's International, Inc. Stock-Based
Incentive Award Plan (incorporated herein by reference to
Exhibit 10.8 to Wynn's International, Inc.'s Report on Form
10-K for the fiscal year ended December 31, 1996).
Exhibit (e)(19) Amendment 1997-1 to Wynn's International, Inc. Stock-Based
Incentive Award Plan (incorporated herein by reference to
Exhibit 4.4 to Wynn's International, Inc.'s Registration
Statement on Form S-8, Registration No. 333-39045).
Exhibit (e)(20) Wynn's International, Inc. 2000 Corporate Management
Incentive Plan (incorporated herein by reference to Exhibit
10.11 to Wynn's International, Inc.'s Report on Form 10-K
for the fiscal year ended December 31, 1999).
Exhibit (e)(21) Wynn's International, Inc. Non-Employee Directors' Stock
Option Plan (incorporated herein by reference to Exhibit C
of Wynn's International, Inc.'s Definitive Proxy Statement
relating to its Annual Meeting of Stockholders held on May
11, 1994, filed with the SEC on March 25, 1994).
Exhibit (e)(22) Amendment 1996-1 to Wynn's International, Inc. Non-Employee
Directors' Stock Option Plan (incorporated herein by
reference to Exhibit 10.14 to Wynn's International, Inc.'s
Report on Form 10-K for the fiscal year ended December 31,
1996).
Exhibit (e)(23) Wynn's International, Inc. 1999 Stock Awards Plan
(incorporated herein by reference to Exhibit A to Wynn's
International, Inc.'s Proxy Statement to stockholders
regarding the Annual Meeting of Stockholders held on April
28, 1999).
Exhibit (e)(24) Amendment No. 1 to Wynn's International, Inc. 1999 Stock
Awards Plan (incorporated herein by reference to Exhibit
10.24 to Wynn's International, Inc.'s Report on Form 10-K
for the fiscal year ended December 31, 1999).
Exhibit (g) None.
</TABLE>

---------------
* Included in copies mailed to stockholders.