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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM 10-K

(Mark One)

[X] Annual report pursuant to Section 13 or 15(d) of the Securities 
    Exchange Act of 1934 

    For the fiscal year ended DECEMBER 31, 1998; 

                                      or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 

    For the transition period from ______________  to _________________


                        COMMISSION FILE NUMBER 1-7200


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

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


    500 NORTH STATE COLLEGE BOULEVARD
                SUITE 700
           ORANGE, CALIFORNIA                                    92868
(Address of principal executive offices)                      (Zip Code)


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

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


                                                    Name of Each Exchange 
           Title of Each Class                       on Which Registered
----------------------------------------           -----------------------
 Common Stock, par value $.01 per share            New York Stock Exchange

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

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

        The aggregate market value of voting stock held by non-affiliates of the
Registrant was $292,277,096 as of March 11, 1999. All outstanding shares of
voting stock, except for shares held by executive officers and members of the
Board of Directors of Registrant, are deemed to be held by non-affiliates.

        On March 11, 1999, Registrant had 18,795,413 shares of Common Stock
outstanding.

        Parts I and II incorporate information by reference from the Annual
Report to Stockholders for the year ended December 31, 1998. Part III
incorporates information by reference from the Proxy Statement for the Annual
Meeting of Stockholders to be held on April 28, 1999.

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

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                                     PART I

ITEM 1. BUSINESS

        Wynn's International, Inc., through its subsidiaries, is engaged
primarily in the automotive and industrial components business and the specialty
chemicals business. The Company designs, produces and sells O-rings and other
seals and molded elastomeric and thermoplastic polymer products. The Company
also formulates, produces and sells specialty chemical products, service
programs and automotive service equipment and distributes, primarily in southern
California, locks and hardware products manufactured by others. Prior to the
sale in May 1996 of the principal operating assets of its wholly-owned
subsidiary, Wynn's Climate Systems, Inc. ("Wynn's Climate Systems"), the Company
designed, produced and sold automotive air conditioning systems and components.
In 1998, the Company also began selling vehicle service contract programs for
new and used automobiles and light trucks.

        The Company markets its O-rings and other molded polymer products under
the trade name "Wynn's-Precision." The Company markets its specialty chemical
products, automotive service equipment, and vehicle service contract programs
under various trademarks, including WYNN'S(R), FRICTION PROOFING(R), X-TEND(R),
SPIT FIRE(R), CHARGE(R), DU-ALL(R), TRANSERVE(R), POWERFLUSH(TM), WYNN'S PRODUCT
WARRANTY(R), WYNN'S EXTENDED CARE(TM) and WYNN'S PLUS(TM).

        The Company's executive offices are located at 500 North State College
Boulevard, Suite 700, Orange, California 92868. Its telephone number is (714)
938-3700. The terms "Wynn's International, Inc.," "Wynn's," "Company" and
"Registrant" as used in this report refer to Wynn's International, Inc. and its
subsidiaries unless the context indicates otherwise.

FINANCIAL INFORMATION BY BUSINESS SEGMENT AND GEOGRAPHIC DATA

        The Company's operations are conducted in two industry segments:
Automotive and Industrial Components, and Specialty Chemicals. Financial
information relating to the Company's business segments for the three years
ended December 31, 1998 is incorporated by reference from Note 13 of "Notes to
Consolidated Financial Statements" on pages 37 and 38 of the Company's Annual
Report to Stockholders for the year ended December 31, 1998 (the "1998 Annual
Report").


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                      AUTOMOTIVE AND INDUSTRIAL COMPONENTS

        The Automotive and Industrial Components Division consists of
Wynn's-Precision, Inc. ("Precision") and Robert Skeels & Company ("Skeels"). The
Automotive and Industrial Components Division also included Wynn's Climate
Systems prior to the sale of its principal operating assets in May 1996. During
1998, sales from continuing operations of the Automotive and Industrial
Components Division were $175,823,000, or 52% of the Company's total net sales,
as compared with $168,266,000 and 52% in 1997. The pretax profit from continuing
operations of the division in 1998 was $29,234,000, as compared with $26,446,000
in 1997. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Operating Segments and Related Information" on pages
17 through 23 and 37 through 38, respectively, of the 1998 Annual Report, which
are hereby incorporated by reference. See also "Other Factors Affecting the
Business" on page 6 below.

                             WYNN'S-PRECISION, INC.

           (O-RINGS, ENGINEERED SEALS AND OTHER MOLDED ELASTOMERIC AND
                        THERMOPLASTIC POLYMER PRODUCTS)

PRODUCTS

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

DISTRIBUTION

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

PRODUCTION

        Precision's manufacturing facilities are located in Arizona, Kentucky,
Tennessee, Texas, Virginia and Ontario, Canada. Precision added a manufacturing
facility in China after entering into a joint venture with a Chinese company in
the fourth quarter of 1998. Precision's administrative headquarters are located
at the site of its main manufacturing facility in Lebanon, Tennessee. Also
located in Lebanon, Tennessee are Precision's own tool production facility and a
facility dedicated exclusively to injection molding. Over the past several
years, Precision has made significant investments in modern computerized
production equipment and facilities. In 1998, Precision continued to invest in
new


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production equipment, which expanded production capacity primarily in its
Tennessee, Virginia, and Kentucky facilities. In 1998, Precision also approved a
significant capital expenditure to build a technologically advanced rubber
mixing facility at its Lebanon, Tennessee production center. In 1996, Precision
purchased from Lawson Mardon Wheaton Inc. the operating assets of its automotive
plastics business located in Springfield, Kentucky. As a result of the
transaction, Precision acquired a 76,375 square foot manufacturing facility and
equipment dedicated to injection molding, injection blow molding and extrusion
blow molding of various thermoplastic polymers.

        The principal raw materials used by Precision are elastomeric and
thermoplastic polymers. These raw materials generally have been available from
numerous suppliers in sufficient quantities to meet Precision's requirements.
Adequate supplies of raw materials were available in 1998 and are expected to
continue to be available in 1999.

                             ROBERT SKEELS & COMPANY

        Skeels is a wholesale distributor of builders hardware products,
including lock sets and locksmith supplies.

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

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

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

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

        Prior to the sale of its principal operating assets in May 1996, Wynn's
Climate Systems designed, manufactured and marketed automotive air conditioning
systems and components for both automotive OEMs and the automotive aftermarket.
Wynn's Climate Systems also operated installation centers in Arizona,
California, Colorado and North Carolina that installed air conditioners and
accessories for automobile dealers and retail customers.

        Wynn's Climate Systems sold its air conditioning components to OEM
customers and distributors. It sold its air conditioning systems to OEM
customers and their distributors and dealers, and to distributors in the
automotive aftermarket. In addition, through its installation centers, Wynn's
Climate Systems sold air conditioning systems and accessories to automobile
dealers and retail customers.


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        Wynn's Climate Systems manufactured its products in its 185,000 square
foot facility located in Fort Worth, Texas. Wynn's Climate Systems manufactured
many of the components that it used in the production of its air conditioning
systems. Outside vendors supplied certain finished components such as
compressors, accumulators and receiver/dryers.

                               SPECIALTY CHEMICALS

        The Specialty Chemicals Division consists of Wynn Oil Company and its
subsidiaries ("Wynn Oil"). During 1998, net sales at Wynn Oil were $161,052,000,
or 48% of the Company's total net sales, as compared to $152,687,000 and 48% for
1997. The pretax profit of the division during 1998 was $17,736,000, compared
with $20,095,000 for 1997. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Operating Segments and
Related Information" on pages 17 through 23 and 37 through 38, respectively, of
the 1998 Annual Report, which are hereby incorporated by reference. See also
"Other Factors Affecting the Business" on page 6 below.

PRODUCTS

        Wynn Oil develops, manufactures and markets a wide variety of specialty
chemical car care and industrial products and related service programs. These
products include professional chemical products, programs and equipment for
automobile service technicians and automobile chemical products for consumers.
Wynn Oil's premium product line is the Wynn's Product Warranty program. Wynn Oil
also sells chemical products for metalworking and machining operations.

        Wynn Oil formulates its products to provide preventive or corrective
maintenance for various parts of an automobile, including the engine,
transmission, steering system, fuel system, differential, cooling system and
certain other parts. Wynn Oil also manufactures equipment designed to work with
Wynn Oil chemical products to assist automobile service technicians with routine
tasks, such as flushing cooling and transmission systems. For example, the
patented DU-ALL machine is a portable machine used with Wynn's chemicals to
flush and refill antifreeze in a vehicle and to recycle the used antifreeze. The
DU-ALL system has been approved by General Motors, Ford, DaimlerChrysler, 
Nissan, Mitsubishi, Isuzu and Hyundai. The TRANSERVE, TRANSERVE II and TRANSERVE
II+ automatic transmission flush systems are portable machines used with Wynn 
Oil chemicals to flush, refill and treat the transmission fluid in a vehicle.
The TRANSERVE II+ system has been approved by General Motors, Ford, 
DaimlerChrysler, Nissan, Mitsubishi and Isuzu.

        Wynn Oil's industrial specialty chemical products include forging
compounds, cleaners, release agents, lubricants, cutting and drawing fluids and
multipurpose coolants. These chemical products are used in precision metal
forming and machining operations. They are a mix of full synthetic,
semi-synthetic and petroleum-based fluids that address specific functions and
levels of operation severity.

        Wynn Oil also markets the Wynn's Product Warranty program. The Wynn's
Product Warranty program consists of kits of a premium line of automotive
treatment products that are accompanied by a special product warranty. The kits
are typically sold through car dealers to purchasers of used automobiles and
light trucks. The kits contain proprietary treatment products that have been
specially formulated to help prevent damage to various internally lubricated
parts and systems of the automobile.


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The products include an engine oil treatment, a fuel system conditioner, a
transmission fluid treatment, a power steering supplement, a differential
treatment, a cooling system conditioner and an air conditioning system
treatment. The product warranty accompanying the products states, in effect,
that if the vehicle owner (i) treats the vehicle as directed, (ii) specified
components of the vehicle are damaged during the warranty period, and (iii) the
damage is the type of damage that the products are designed to help prevent,
then Wynn Oil will provide reimbursement for the damage, up to the limits of
liability and subject to certain conditions and exceptions. The items reimbursed
include the costs of certain parts and labor and, in some instances, the costs
of towing and a rental car. See "Other Factors Affecting the Business" on page 6
below.

        In 1998, Wynn's Extended Care, Inc. ("Wynn's Extended Care"), a
wholly-owned subsidiary of Wynn Oil, launched the Wynn's Extended Care vehicle
service contract program. The program features vehicle service contracts that
cover virtually every major system of a car. Wynn's Extended Care sells its
vehicle service contracts through new and used car dealers to purchasers of new
and used cars. The Wynn's Extended Care program is backed by a contractual
liability insurance policy.

DISTRIBUTION

        Wynn Oil's car care products are sold in the United States and in
approximately 100 foreign countries. See "Foreign Operations" on page 12 below.

        Wynn Oil distributes its products through a wide range of distribution
channels. Domestically, Wynn Oil distributes its products primarily through
independent distributors and sales representatives. Wynn Oil also uses internal
sales management personnel to sell and distribute its products. In addition,
Wynn Oil distributes the Wynn's Product Warranty program through new and used
car dealers and, on a limited basis, certain auto auctions. Wynn Oil also
markets the Wynn's Product Warranty program in the United States and Canada
through cooperative arrangements with national and regional automobile finance
companies. Although these automobile finance companies have played an increasing
role in the marketing of the Wynn's Product Warranty program in recent years, in
1998 Wynn Oil experienced a decline in revenue generated by these arrangements.
No assurance can be given that such finance companies will continue to market
the Wynn's Product Warranty program. Wynn's Extended Care markets its service
contract programs in the United States through new and used car dealers, auto
auctions and national and regional finance companies. Foreign sales of Wynn Oil
products are made principally through wholly-owned subsidiaries, which sell
primarily through independent distributors, warehouse distributors or
manufacturers' representative organizations, with a direct sales force in France
and the Netherlands. Wynn Oil also engages in direct export sales from the U.S.
to independent distributors in Asia and Latin America, and from Belgium to
independent distributors in certain European countries, North Africa, the Middle
East and the former republics of the USSR. See "Other Factors Affecting the
Business" on page 6 below.

PRODUCTION

        Wynn Oil has manufacturing facilities in California and Belgium. Other
foreign subsidiaries either purchase products directly from the Company's
manufacturing facilities in the United States and/or Belgium or have the
products manufactured locally by outside contract suppliers according to Wynn
Oil's specifications and formulae. Wynn Oil periodically reviews its production
and sourcing locations in light of fluctuating foreign currency rates in order
to ensure the best product cost and quality.


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        Wynn Oil uses a large number of chemicals to produce its various
specialty chemical products. Primary raw materials necessary for the production
of these products, as well as the finished products, generally have been
available from several sources. An adequate supply of materials was available in
1998 and is expected to continue to be available for the foreseeable future.

                      OTHER FACTORS AFFECTING THE BUSINESS

COMPETITION

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

        Precision has a large number of competitors in the market for static and
dynamic sealing products, some of which competitors are substantially larger
than Precision. The markets in which Precision competes are also sensitive to
price changes. Requests for price reductions are not uncommon. Precision
attempts to work with its customers to identify ways to lower costs and prices.
Precision focuses on high technology, high quality sealing devices and has made
significant investments in advanced equipment and other means to raise
productivity. In 1998, Precision invested approximately $8.1 million in new
production equipment and facilities, which expanded its production capacity
primarily at its Tennessee, Virginia and Kentucky facilities. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 17 through 23 of the 1998 Annual Report, which is hereby incorporated by
reference. Precision's major focus is to be the low cost producer of superior
quality products within its industry. Precision believes it must expand into
additional areas of sealing technology in order to continue to be an effective
competitor.

        Competition with respect to Wynn Oil's specialty chemical and equipment
products consists principally of other automotive aftermarket chemical, service
equipment and industrial fluid companies. Some major oil companies also market
their own additive products through retail service stations, independent dealers
and garages. Certain national retailers and car manufacturers market private
label brands of specialty chemical products. Wynn Oil's DU-ALL antifreeze
recycling equipment and chemicals compete against other antifreeze recycling
processes, some of which also have received OEM approval. Similarly, Wynn Oil's
TRANSERVE transmission fluid flush and fill equipment and chemicals compete
against other transmission flush equipment. The Wynn's Product Warranty program
competes with programs offered by other companies that feature lubricant kits
backed by product warranties. The Wynn's Product Warranty program and Wynn's
Extended Care also compete with service contract and extended warranty programs
offered by other service contract providers and insurance companies. The
principal methods of competition vary by geographic locale and by the relative
market share held by the Company compared to other competitors.


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

KEY CUSTOMERS

        Sales to General Motors constituted approximately 10.0% of the total net
sales of the Company in 1998. No other customer represented more than 10% of
total net sales of the Company in 1998.

GOVERNMENT REGULATIONS

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

        Wynn Oil markets the Wynn's Product Warranty program in forty-nine
states in the U.S. and also in Canada. Questions have been raised by certain
state and Canadian provincial regulators as to whether the product warranty that
accompanies the kit is in the nature of insurance or a regulated service
contract. Wynn Oil attempts to resolve these questions to the satisfaction of
each such regulator. On occasion, it has elected not to sell the Wynn's Product
Warranty program in certain jurisdictions. No assurance can be given that
governmental regulations will not significantly affect the marketing of the
Wynn's Product Warranty in the United States or other countries in the future.
Over the past few years, sales of the Wynn's Product Warranty program have
become an increasingly important element of Wynn Oil's domestic business.

        Wynn's Extended Care markets the Wynn's Extended Care vehicle service
contract programs in approximately forty-six states in the U.S. Many states have
laws and regulations that govern the sale of vehicle service contracts. These
laws and regulations dictate, for example, the types of disclosures that must be
included in the Wynn's Extended Care service contracts, and in some cases
require that Wynn's Extended Care be licensed as a vehicle service contract
provider. Wynn's Extended Care endeavors to comply with these laws and
regulations. No assurance can be given that government laws and regulations will
not significantly affect the marketing of the Wynn's Extended Care contracts in
the future.

ENVIRONMENTAL MATTERS

        The Company is involved in certain environmental proceedings and
potential proceedings principally arising out of the past or present use of
various substances that have been or may be deemed to be hazardous. At December
31, 1998, the Company had recorded consolidated accrued reserves of
approximately $9.4 million relating to environmental matters. In establishing
such reserves, the Company evaluates the nature and extent of the underlying
contamination to the extent known for each matter, the estimated cost of the
likely remedy, the number and financial strength of other potentially
responsible parties, and the evidence against the various potentially
responsible parties. During this evaluation process, the Company makes its best
estimate of its likely exposure with respect to each matter based on information
known to the Company at that time. Such estimates may involve a range of
exposures for each matter. The Company provides aggregate reserves for no less
than the minimum amount of the aggregate range of outcomes established by the
Company.


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        The Company lacks sufficient information at this time to provide an
estimate of its "reasonably possible" (as such term is defined in Statement of
Financial Accounting Standard No. 5) potential liability from all environmental
matters. In establishing reserves for environmental matters, the Company assumes
that it has appropriately evaluated key factors, such as expected remedy costs,
the likely degree of responsibility and ability to pay of other potentially
responsible parties, and the Company's probable allocable share. It is
reasonably possible that regulatory or technical developments or subsequently
developed information could cause the Company to reevaluate its present range of
outcomes and to record additional liabilities for existing environmental
matters. However, based upon information presently known to the Company, the
Company believes that any such additional liabilities should not materially
affect the Company's consolidated financial position, annual results of
operations or cash flow. See Note 10 of "Notes to Consolidated Financial
Statements" on pages 34 and 35 of the 1998 Annual Report, which is hereby
incorporated by reference.

        All potentially significant environmental matters presently known to the
Company are described below.

               (a) In July 1990, Wynn Oil received a general notice letter from
        the United States Environmental Protection Agency (the "EPA") stating
        that it may be a potentially responsible party ("PRP") with respect to
        the San Gabriel Valley, California Superfund Sites regional groundwater
        problem. In March 1994, the EPA issued its Record of Decision ("ROD")
        with respect to the Baldwin Park Operable Unit ("BPOU") of the San
        Gabriel Valley Superfund Sites. Wynn Oil's Azusa facility (the "Azusa
        Facility") is located within the BPOU. In the ROD, the EPA selected an
        interim remedial action to treat the contaminated groundwater (the
        "Interim Remedial Action") for the BPOU that is estimated to cost $47
        million in capital and non-recurring costs and $4 million to $5 million
        in annual operating costs.

               On May 15, 1997, the EPA issued Special Notice letters to
        nineteen companies and entities, including Wynn Oil, with respect to the
        BPOU. The Special Notice letters initiated an administrative process in
        which the recipients were given sixty days to submit a good faith offer
        to undertake the requested work and another sixty days to reach
        agreement with the EPA as to the terms of a consent decree. The EPA has
        indicated that it considered Wynn Oil to be one of the four largest
        contributors of volatile organic compounds to the regional groundwater
        problem in the BPOU. Wynn Oil disagrees with the views expressed by the
        EPA.

               In early June 1997 pursuant to a newly developed test method,
        perchlorates were detected in certain groundwater wells in the BPOU in
        excess of the State of California provisional action level of 18 parts
        per billion. Perchlorates are ions of ammonium perchlorate or potassium
        perchlorate, which are most commonly associated with the manufacturing
        of solid rocket fuel, fireworks and explosives. It is unclear whether
        any present treatment technology can practicably remove perchlorate to
        the State provisional action level, although two methods are under
        evaluation. After the discovery of perchlorate and also using
        newly-developed test methods, N-nitrosodimethylamine ("NDMA") was
        discovered in the groundwater in the BPOU in quantities in excess of the
        detection limit of 30 parts per trillion. NDMA is associated with the
        manufacture of rocket fuel, among other processes. As a result of issues
        arising from the discovery of perchlorate and NDMA in certain BPOU
        groundwater wells, the EPA extended the deadline for submission of a
        good faith offer to July 2, 1999.


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               The discovery of perchlorate and NDMA in the BPOU caused the
        shutdown of certain production wells, which led the local water
        community to become more actively involved in the groundwater
        contamination issues in the BPOU. Wynn Oil has been working with certain
        other Special Notice recipients to negotiate a settlement, subject to
        EPA approval, with the Main San Gabriel Basin Watermaster
        ("Watermaster"), a Court-appointed entity with responsibility to manage
        the groundwater in the San Gabriel basin under the Court's jurisdiction.
        Under the terms discussed, Watermaster would implement the Interim
        Remedial Action in conjunction with its basin water management
        activities with funding from multiple sources, including settling
        Special Notice recipients, the Federal Bureau of Reclamation and others,
        subject to negotiated reopeners and additional funding events. No
        assurance can be given that a negotiated settlement reached with
        Watermaster will be approved by EPA. Wynn Oil's ultimate share of the
        total remedial costs cannot be estimated with certainty at this time. In
        establishing appropriate reserves for this matter, the Company has
        assumed that a negotiated settlement with Watermaster would be approved
        by EPA and that the settling Special Notice recipients would pay minimal
        EPA past costs.

               (b) In September 1995, the California Regional Water Quality
        Control Board-Los Angeles Region (the "RWQCB") sent letters to Wynn Oil
        and certain other facilities in the BPOU asking them to submit remedial
        action plans for vadose zone remediation at their respective facilities.
        In December 1995, Wynn Oil's consultants responded to the RWQCB stating
        that such remediation was neither warranted nor cost effective at the
        Azusa Facility. In August 1997, Wynn Oil received a letter from the
        RWQCB that did not dispute Wynn Oil's response with respect to
        remediation of the shallow vadose zone at the Azusa Facility. The RWQCB
        asked for additional monitoring well data before reaching a conclusion
        as to the deep soil vapor at the Azusa Facility. Representatives of Wynn
        Oil subsequently have met with representatives of the RWQCB to discuss
        the issue further. Wynn Oil may at some later date elect or be required
        to take specific remedial actions with respect to soils conditions at
        the Azusa Facility.

               (c) In February 1995, the owner (the "Property Owner") of certain
        real property (the "Site") formerly leased by Alkid Corporation
        ("Alkid"), an inactive subsidiary of the Company, filed a lawsuit in
        federal court against Alkid, Wynn's International, Inc. and Wynn Oil
        (collectively the "Wynn Defendants") and another former lessee and its
        principal. The complaint alleges that the defendants stored solid and
        hazardous wastes at the Site and that the storage devices for the wastes
        leaked, causing contamination of the soils and groundwater. The
        complaint seeks relief under CERCLA, the Resource Conservation Recovery
        Act of 1976 and common law, including an unspecified amount of damages
        and an injunction to compel the defendants to clean up the Site. After
        the Wynn Defendants were served with the lawsuit in June 1995, the
        parties filed various cross-claims and counterclaims against each other.
        Subsequent to the filing of the responsive pleadings, the Property Owner
        and the Wynn Defendants agreed to fund a joint investigation of the Site
        with each paying one-half of the cost. After this investigation was
        completed, all parties to the litigation agreed to fund three rounds of
        additional


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        investigations of the Site with each paying one-third of the cost.
        During the pendency of these investigations, the litigation, including
        all discovery, has been stayed. The trial court has set a tentative
        trial date of July 15, 1999 for this matter. In order to avoid
        litigation costs and in expectation of ultimately reaching a settlement
        of all claims, the parties have been negotiating an interim settlement
        pursuant to which the litigation would be dismissed without prejudice,
        the parties would fund certain additional technical work equally and the
        parties would agree to certain non-binding alternative dispute
        resolution mechanisms. No assurance can be given that such an interim
        settlement will be reached. The Company does not have sufficient
        information to estimate the cost of cleanup at the Site.

               (d) In January 1991, Wynn's Climate Systems received a letter
        from the Texas Natural Resource Conservation Commission (the "TNRCC")
        alleging that soil adjacent to one of its leased manufacturing
        facilities was contaminated with hazardous substances. The TNRCC
        directed Wynn's Climate Systems to determine the extent of such
        contamination and then take appropriate remedial measures. Wynn's
        Climate Systems retained environmental consultants to conduct soil
        sampling and otherwise comply with the directive of the TNRCC.
        Performance of this work was completed in late 1991 and the consultants'
        report was submitted to the TNRCC in February 1992. In 1994, Wynn's
        Climate Systems received a request from the TNRCC for additional
        information. Wynn's Climate Systems furnished the requested information
        to the TNRCC and then voluntarily conducted additional investigation
        activities at this facility. Wynn's Climate Systems' lease of this
        facility expired in December 1994. Due to a dispute with the property
        owner following expiration of the lease, Wynn's Climate Systems was
        unable to perform any additional work at the site in 1995 or early 1996.
        In April 1996, the property owner notified Wynn's Climate Systems that
        it would grant access to Wynn's Climate Systems for further
        investigation of the site. Thereafter, Wynn's Climate Systems submitted
        a report to the TNRCC recommending a remedial action plan for the site
        and met with the TNRCC to receive their comments. In 1998, the TNRCC
        approved the remedial action plan for the site and the remedial work was
        completed in the first quarter of 1999. Wynn's Climate Systems is now
        preparing a final site closure report for submittal to the TNRCC.

               (e) Wynn's Climate Systems is one of approximately 100 hazardous
        waste generators that have been identified as potentially responsible
        parties for the Chemical Recycling, Inc. ("CRI") site in Wylie, Texas
        (the "CRI Site"). A PRP Steering Committee (the "CRI Committee") was
        formed to negotiate with the EPA on behalf of its members an agreement
        to take remedial measures voluntarily at the CRI Site. Approximately 85
        PRPs, including Wynn's Climate Systems, have agreed to participate in
        the CRI Committee and have signed Consent Agreements with the EPA with
        respect to the CRI Site. Remediation efforts have begun at the CRI Site
        under the guidance of the CRI Committee. No significant developments
        occurred in 1998. As of March 1999, Wynn's Climate Systems'
        proportionate share of the total volume of waste contributed to the CRI
        Site by CRI Committee members was approximately two-tenths of one
        percent (0.2%).

        The foregoing "Environmental Matters" section and Note 10 of "Notes to
Consolidated Financial Statements" on pages 34 and 35 of the 1998 Annual Report
(which is incorporated by reference herein) contain various "forward looking
statements" within the meaning of Section 27A of the Securities Act of


                                       10


<PAGE>   12

1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which represent the Company's expectations or beliefs concerning future
events, including statements regarding estimates of the Company's liabilities
associated with identified environmental matters and the likelihood that any
liability in excess of reserves for such matters will not materially affect the
Company's financial position or annual results of operations or cash flows. The
Company cautions that these statements are further qualified by important
factors that could cause actual results to differ materially from those in the
forward looking statements, including, without limitation, the following: (i)
the actual nature and extent of the contamination, (ii) the remedial action
selected, (iii) the cleanup level required, (iv) changes in regulatory
requirements, (v) the identification or discovery of new contaminants of
concern, (vi) development of new or additional remedial technologies, (vii) with
respect to the San Gabriel Valley Superfund Sites, whether EPA will approve any
settlement reached with Watermaster to implement Interim Remedial Action and the
nature of reopeners and additional funding events in a settlement with
Watermaster, (viii) the amount of EPA past costs required to be paid by Wynn Oil
with respect to the San Gabriel Superfund Sites, (ix) the ability of other
potentially responsible parties, if any, to pay their respective shares, and (x)
any insurance recoveries. Results actually achieved thus may differ materially
from expected results included in these and any other forward looking statements
contained herein.

FOREIGN CURRENCY FLUCTUATIONS

        In 1998, the United States dollar generally increased in value compared
to 1997 in the currencies of most countries in which the Company does business.
This increase in the value of the U.S. dollar caused aggregate foreign sales and
pretax profit to be translated into lower dollar values than what would have
been reported if exchange rates had remained the same as in 1997. Accumulated
Other Comprehensive Income on the Consolidated Balance Sheet includes equity
adjustments from foreign currency translation. In 1998, the equity adjustments
from foreign currency translation decreased by $67,000, which caused a
corresponding decrease in Total Stockholders' Equity. See "Foreign Operations"
on page 12 below.

PATENTS AND TRADEMARKS

     The majority of the Specialty Chemicals Division's products are sold under
the WYNN'S and WYNN'S PRODUCT WARRANTY trademarks. The Company has registered
these and its other important trademarks in the relevant jurisdictions. The
Company knows of no material pending or threatened challenges to its trademarks.
See "Other Litigation" under "Item 3 - Legal Proceedings" on page 20 below for a
discussion of a lawsuit filed by Wynn Oil against an infringer on one of its
trademarks.

        The Company holds a number of patents that are used in the operation of
its businesses. The Company is not aware of any pending or threatened challenges
to any of its patents which could have a material adverse effect on the
Company's business or results of operations.

SEASONALITY OF THE BUSINESS

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


                                       11


<PAGE>   13

RESEARCH AND DEVELOPMENT

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

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

FOREIGN OPERATIONS

        The following table shows sales to foreign customers for the years 1998,
1997 and 1996:

<TABLE>
<CAPTION>
                                                   1998                1997                 1996
                                              ---------------      --------------       --------------
<S>                                             <C>                 <C>                  <C>         
Total Sales Outside the United States:          $126,366,000        $120,201,000         $113,609,000
   Percent of Net Sales                             37.5%               37.5%                39.4%
     Sales by Foreign Subsidiaries               $98,191,000         $96,184,000          $93,949,000
      Percent of Net Sales                          29.1%               30.0%                32.6%
     Export Sales by Domestic Subsidiaries       $28,175,000         $24,017,000          $19,660,000
      Percent of Net Sales                           8.4%                7.5%                 6.8%
</TABLE>

        Consolidated operating results are reported in United States dollars.
Because the Company's foreign subsidiaries conduct operations in the currencies
of the countries in which they are based, all financial statements of the
foreign subsidiaries must be translated into United States dollars. As the value
of the United States dollar increases or decreases relative to these foreign
currencies, the United States dollar value of items on the financial statements
of the foreign subsidiaries is reduced or increased, respectively. Consequently,
changes in dollar sales of the foreign subsidiaries from year to year are not
necessarily indicative of changes in actual sales recorded in local currency.
See Note 4 and Note 13 of "Notes to Consolidated Financial Statements" on page
30 and pages 37 and 38, respectively, of the 1998 Annual Report, which are
hereby incorporated by reference.

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

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


                                       12

<PAGE>   14

EMPLOYEES

        At December 31, 1998, the Company had 2,121 employees.

        A majority of the production and maintenance employees at the Lebanon,
Tennessee plant of Precision are represented by a local lodge of the
International Association of Machinists and Aerospace Workers. The collective
bargaining agreement for this facility expired in April 1998. After a three-week
strike, Precision and the union reached a new collective bargaining agreement in
May 1998 that will expire in April 2001.

        The production and maintenance employees at the Orillia, Ontario, Canada
plant of Precision are represented by a local unit of the Amalgamated
Steelworkers of America. The collective bargaining agreement for the unit will
expire in January 2000.

        A majority of the production and maintenance employees at the Lynchburg,
Virginia plant of Dynamic Seals, Inc., an affiliate of Precision, are
represented by a local of the International Chemical Workers Union. In February
1999, Dynamic Seals and the union reached a new collective bargaining agreement
for this facility that will expire in February 2002.

        A majority of the production and maintenance employees at the
Springfield, Kentucky plant of Precision are represented by a local unit of the
International United Paperworkers Union. Precision did not assume the collective
bargaining agreement for this facility when Precision acquired the plant in
1996. Precision recently concluded negotiations with the union for a new
collective bargaining agreement, which the employees approved. The collective
bargaining agreement will expire in March 2001.

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


                                       13


<PAGE>   15

                     EXECUTIVE OFFICERS OF THE REGISTRANT

        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               1988                  69
                          Executive Officer

John W. Huber             President and Chief Operating Officer         1996                  55

Seymour A. Schlosser      Vice President-Finance and Chief              1989                  53
                          Financial Officer

Gregg M. Gibbons          Vice President-Corporate Affairs and          1986                  46
                          General 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. 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.


                                       14

<PAGE>   16

ITEM 2. PROPERTIES

        The following is a summary description of the Company's facilities, all
of which the Company believes to be of adequate construction, as of March 11,
1999:

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

    Orange, California                  Lease             6,894            2003         Administrative


AUTOMOTIVE AND INDUSTRIAL
COMPONENTS:

WYNN'S-PRECISION, INC.

    Domestic
    --------

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

    Lebanon, Tennessee                   Fee             78,000             --          Manufacturing

    Lebanon, Tennessee                   Fee             35,000             --          Manufacturing

    Lebanon, Tennessee                   Fee              2,650             --          Manufacturing

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

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

    Springfield, Kentucky                Fee             80,000             --          Manufacturing,
                                                                                        Warehouse,
                                                                                        Administrative

    Rancho Cucamonga, California        Lease             2,880            1999         Warehouse

    Huntley, Illinois                   Lease             4,400            2001         Warehouse

    Peoria, Illinois                    Lease            10,000            2000         Warehouse

    Indianapolis, Indiana               Lease             1,800            2001         Warehouse

    Bloomfield Hills, Michigan          Lease             3,050            2003         Administrative
</TABLE>

                                       15


<PAGE>   17

<TABLE>
<CAPTION>
                                                         Square         If Lease,
                                     Held in Fee         Footage         Year of
          Location                   or by Lease      (Approximate)    Termination     Present Use
          --------                   -----------      -------------    -----------     -----------
<S>                                  <C>               <C>             <C>             <C>
    Wyoming, Michigan                   Lease             2,000            2000         Warehouse

    Golden Valley, Minnesota            Lease             3,800            1999         Warehouse

    West Seneca, New York               Lease             2,679            2000         Warehouse

    Charlotte, North Carolina           Lease             3,675            1999         Warehouse

    Dayton, Ohio                        Lease             4,295        Month-to-Month   Warehouse

    Fort Worth, Texas                   Lease             3,600            1999         Warehouse

    Milwaukee, Wisconsin                Lease             2,700            1999         Warehouse


    Foreign
    -------

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

    Concord, Ontario, Canada            Lease             3,455            1999         Warehouse

    Edmonton, Alberta, Canada           Lease             2,700            1999         Warehouse

    Calgary, Alberta, Canada            Lease             3,200            2001         Warehouse

    Boucherville, Quebec, Canada        Lease             3,403            1999         Warehouse

    Aldershot, Hampshire, U.K.          Lease             2,300        Month-to-Month   Warehouse,
                                                                                        Administrative

DYNAMIC SEALS, INC.

    Lynchburg, Virginia                  Fee            129,000             --          Manufacturing,
                                                                                        Warehouse,
                                                                                        Administrative

    Houston, Texas                      Lease            14,000            2000         Manufacturing,
                                                                                        Warehouse,
                                                                                        Administrative

    Houston, Texas                      Lease            14,000            2000         Warehouse
</TABLE>

                                       16

<PAGE>   18

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

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

    Fullerton, California               Lease             1,600        Month-to-Month   Warehouse,
                                                                                        Administrative

SPECIALTY CHEMICALS:

WYNN OIL COMPANY

    Domestic
    --------

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

    Foreign
    -------

    Frenchs Forest,                     Lease            24,224            1999         Warehouse,
      New South Wales, Australia                                                        Administrative

    Carrington, New South Wales,        Lease            13,175            1999         Warehouse,
      Australia                                                                         Administrative

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

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

    Mississauga, Ontario, Canada        Lease             2,536            2002         Service Center

    Reading, Berkshire, U.K.            Lease             3,154            2004         Administrative

    Strasbourg, France                  Lease               557            1999         Administrative

    Paris, France                       Lease             9,513            2001         Administrative

    Cestas, France                      Lease            18,669            1999         Warehouse,
                                                                                        Administrative

    Lyon, France                        Lease               465            2000         Administrative
</TABLE>

                                       17

<PAGE>   19

<TABLE>
<CAPTION>
                                                         Square         If Lease,
                                     Held in Fee         Footage         Year of
          Location                   or by Lease      (Approximate)    Termination     Present Use
          --------                   -----------      -------------    -----------     -----------
<S>                                  <C>               <C>             <C>             <C>
    Abbeville, France                   Lease               660            1999         Administrative

    Thiers, France                      Lease               465            1999         Administrative

    Toulouse, France                    Lease               485            1999         Administrative

    Ratingen, Germany                   Lease             1,808            1999         Administrative

    Chennai, India                      Lease             6,456        Month-to-Month   Manufacturing,
                                                                                        Warehouse,
                                                                                        Administrative

    Mexico City, Mexico                 Lease             2,500            1999         Warehouse,
                                                                                        Administrative

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

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

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

    Zoeterwoude, Netherlands            Lease             4,917            2003         Administrative
</TABLE>


        The Company believes that all of its operating properties are adequately
maintained, fully utilized and suitable for the purposes for which they are
used. With respect to those leases expiring in 1999 and 2000, the Company
believes it will be able to renew such leases on acceptable terms or find
suitable alternate facilities.

ITEM 3.    LEGAL PROCEEDINGS

        Various claims and actions, considered normal to Registrant's business,
have been asserted and are pending against Registrant and its subsidiaries.
Registrant believes that such claims and actions should not have any material
adverse effect upon the consolidated results of operations, cash flows or the
financial position of Registrant based on information presently known to
Registrant. See also "Environmental Matters" at pages 7 through 11 above, and
Note 10 of "Notes to Consolidated Financial Statements" on pages 34 and 35 of
the 1998 Annual Report, which is hereby incorporated by reference.

Toxic Tort Litigation

        Since late July 1997, eight toxic tort lawsuits have been filed against
certain local water producers and industrial companies (including Wynn Oil)
located in San Gabriel Valley, California. The lawsuits are captioned (i)
Santamaria, et. al v. Suburban Water Systems, Inc., et. al (Superior Court of


                                       18


<PAGE>   20

California for the County of Los Angeles, Case No. KC 025-995), (ii) Adler, et.
al v. Southern California Water Company, et. al (Superior Court of the State of
California for the County of Los Angeles, Case No. BC 169892), (iii) Boswell,
et. al v. Suburban Water System, et. al (Superior Court of the State of
California for the County of Los Angeles, Case No. KC 027318), (iv) Celi, et. al
v. San Gabriel Valley Water Company, et. al (Superior Court of the State of
California for the County of Los Angeles, Case No. GC 020622), (v) Criner, et.
al v. San Gabriel Valley Water Company, et. al (Superior Court of the State of
California for the County of Los Angeles, Case No. GC 021658), (vi) Demciuc, et.
al v. Suburban Water Systems, et. al (Superior Court of the State of California
for the County of Los Angeles, Case No. KC 028732), (vii) Dominguez, et. al v.
Southern California Water Company, et. al (Superior Court of the State of
California for the County of Los Angeles, Case No. GC 021657, and (viii)
Anderson, et. al v. Suburban Water Systems et. al (Superior Court of the State
of California for the County of Los Angeles, Case No. KC O2854).

        The lawsuits, which collectively include hundreds of plaintiffs, allege
that the plaintiffs received contaminated drinking water and suffered personal
injury and property damage as a consequence thereof. The plaintiffs are seeking
an unspecified amount of compensatory and punitive damages and other relief.
Several defendants moved to stay or dismiss these cases on the grounds that
primary jurisdiction for these matters rests with the California Public
Utilities Commission ("PUC"). The issue was first argued in the Boswell case and
the court stayed the case pending the outcome of the PUC investigation described
below. The plaintiffs have sought appellate court review of the trial court's
decision in Boswell. In the Santamaria case, the court dismissed the plaintiffs'
complaint as to the regulated water utilities only and not as to the
non-regulated defendants such as Wynn Oil. The plaintiffs and the non-regulated
defendants are appealing that decision. After some legal maneuvering and
stipulations between the parties, the remaining cases are now stayed pending the
hearing before and the ruling of the California Court of Appeals.

        As a result of these cases and other toxic tort cases filed elsewhere in
the State of California, on March 12, 1998, the PUC announced an Order
Initiating Investigation into drinking water quality in California. Several
industrial companies, including Wynn Oil, have filed intervention petitions with
the PUC in order to participate in the PUC's proceedings. The PUC's
investigation is scheduled to be completed in the fall of 1999.

        The Company has reported these cases to its insurers and intends to
defend these actions vigorously.

Proposition 65 Claims

        In the first quarter of 1999, the Company received two 60-day notices
under California's Proposition 65. The first 60-day notice alleged that the
Company, through its subsidiary, engaged in the distribution of builder's
hardware products, failed to provide required warning notices in connection with
the sale of brass keys and brass key blanks, thus allegedly exposing persons to
impermissible levels of lead. The second 60-day notice alleges that Wynn Oil
violated the provisions of Proposition 65 in connection with the alleged
discharge of listed chemicals to the groundwater. This notice was sent by one of
the law firms involved in certain of the toxic tort cases described above. If
lawsuits are filed after expiration of the 60-day notice periods, the Company
and Wynn Oil intend to defend the claims vigorously.


                                       19


<PAGE>   21

Other Litigation

        In 1994, the United States District Court for the Eastern District of
Michigan, Southern Division, in the case of Wynn Oil Company v. American Way
Service Corporation and Thomas A. Warmus, Case No. 89-CV-71777-DT, awarded Wynn
Oil approximately $3.2 million in damages and attorneys' fees in an action
brought by Wynn Oil in 1989 asserting trademark infringement by the defendants.
Subsequently, the defendants filed a timely appeal to the United States Court of
Appeals for the Sixth Circuit, but did not file a bond to stay execution of the
judgment. Between May and December 1994, Wynn Oil sought out assets of the
defendants to satisfy the judgment. Prior to Wynn Oil executing upon the
defendants' assets, the defendants filed bankruptcy petitions in late 1994 in
Florida. The bankruptcy filings resulted in an automatic stay of all pending
collection efforts. In July 1995, the Court of Appeals upheld the District
Court's finding of liability, but held that the District Court erred in the
calculation of certain portions of the damages award and remanded the case to
the District Court for a final determination of the damage award. On remand, the
District Court awarded Wynn Oil total damages and attorneys' fees of
approximately $2.4 million. The defendants did not appeal the revised judgment
of the District Court. To date, Wynn Oil has received from the trustees for the
bankruptcy estates interim distributions of approximately $615,000, which
reduced the balance of the uncollected judgment to approximately $1.8 million.
Wynn Oil and its counsel are continuing to work through the bankruptcy
proceedings in Florida to maximize Wynn Oil's ultimate recovery against the
defendants. No portion of the balance of the uncollected judgment has been
included in the results of operations of the Company and all of the Company's
costs relating to this case have been expensed as incurred.

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

        There were no matters submitted to a vote of security holders during the
fourth quarter of 1998.


                                     PART II

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

        The information appearing under "Common Stock Prices and Cash Dividends
Per Share: 1998-1997" on page 41 of the 1998 Annual Report and "Number of
Stockholders" and "Stock Exchange Listing" on page 41 of the 1998 Annual Report
is hereby incorporated by reference.

        On February 10, 1999, the Board of Directors of Registrant declared a
cash dividend of $0.07 per share payable March 31, 1999 to stockholders of
record on March 11, 1999.

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


                                       20


<PAGE>   22

        Registrant has not sold any unregistered securities during the past
three years.

ITEM 6. SELECTED FINANCIAL DATA

        Incorporated by reference from page 16 of the 1998 Annual Report.

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

        Incorporated by reference from pages 17 through 23 of the 1998 Annual
Report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Incorporated by reference from page 20 of the 1998 Annual Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        Consolidated financial statements of Registrant at December 31, 1998 and
1997 and for each of the three years in the period ended December 31, 1998
(including unaudited supplementary data) and the report of independent auditors
thereon are incorporated by reference from pages 24 through 40 of the 1998
Annual Report.

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

        Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        The information on Registrant's directors appearing on pages 9 and 10,
and the information appearing under "Stock Ownership of Directors and Executive
Officers" on pages 13 and 14 of Registrant's definitive proxy statement for the
Annual Meeting of Stockholders to be held on April 28, 1999 ("Registrant's 1999
Proxy Statement") is hereby incorporated by reference. Information regarding
Registrant's executive officers is provided on page 14 of this report.


                                       21


<PAGE>   23

ITEM 11. EXECUTIVE COMPENSATION

        The information appearing under "Board of Directors and Committees of
the Board--Compensation of Directors" on pages 11 and 12 and "Executive
Compensation" on pages 14 through 17 of Registrant's 1999 Proxy Statement is
hereby incorporated by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The information appearing under "Security Ownership of Certain
Beneficial Owners and Management" on pages 12 through 14 of Registrant's 1999
Proxy Statement is hereby incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The information appearing under "Board of Directors and Committees of
the Board--Certain Relationships and Related Transactions" on page 12 of
Registrant's 1999 Proxy Statement is hereby incorporated by reference.

                                     PART IV


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

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

             (2) See Index to Financial Statements and Financial Statement
                 Schedule Covered By Report of Independent Auditors.

             (3) See Index to Exhibits.

         (b) No Reports on Form 8-K were filed by Registrant during the last
quarter of 1998.


                                       22
<PAGE>   24

                           WYNN'S INTERNATIONAL, INC.

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

                                  (ITEM 14(a))

<TABLE>
<CAPTION>
                                                                          Page References
                                                                 ---------------------------------
                                                                                      1998 Annual
                                                                    Form 10-K            Report
                                                                 ----------------     ------------
<S>                                                              <C>                  <C>
Consolidated Statements of Income for each of the
    Three years in the period ended December 31, 1998............                          24

Consolidated Balance Sheets at December 31, 1998 and 1997........                          25

Consolidated Statements of Stockholders' Equity for each
    of the three years in the period ended December 31, 1998.....                          26

Consolidated Statements of Cash Flows for each of
    the three years in the period ended December 31, 1998........                          27
 
Notes to Consolidated Financial Statements.......................                       28 - 39

Consolidated schedule for each of the three years in the period 
    ended December 31, 1998:

     VIII  --  Valuation and Qualifying Accounts.................      F-2
</TABLE>

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

        The consolidated financial statements listed in the above index, which
are included in the 1998 Annual Report, are hereby incorporated by reference.
With the exceptions of the pages listed in the above index and the items
referred to in Items 1, 5, 6, 7 and 8, the 1998 Annual Report is not deemed to
be filed as part of this report.


                                      F-1

<PAGE>   25

                           WYNN'S INTERNATIONAL, INC.

                SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

                       THREE YEARS ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>

  Allowance for
doubtful accounts
  deducted from      Balance at    Charged to
     accounts         beginning     costs and    Deductions      Other      Balance at
    receivable         of year      expenses         (1)          (2)       end of year
-------------------  ------------  ------------  ------------   --------    -----------
<S>                   <C>            <C>         <C>            <C>          <C>     
       1998           $959,000       $281,000     $(336,000)    $   --       $904,000
                      ========       ========     =========     ========     ========

       1997           $870,000       $307,000     $(218,000)    $   --       $959,000
                      ========       ========     =========     ========     ========

       1996           $710,000       $312,000     $(256,000)    $104,000     $870,000
                      ========       ========     =========     ========     ========
</TABLE>


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

(1)  Represents accounts written off against the reserve.
(2)  Acquisition of business.


                                      F-2


<PAGE>   26

                                POWER OF ATTORNEY

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

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 25, 1999.


                                               WYNN'S INTERNATIONAL, INC.


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


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


      Date
      ----


March 25, 1999                                 By: /s/   JAMES CARROLL
                                                  ------------------------------
                                                         James Carroll
                                                     Chairman of the Board
                                                    Chief Executive Officer
                                                            Director


March 25, 1999                                 By: /s/ SEYMOUR A. SCHLOSSER
                                                  ------------------------------
                                                       Seymour A. Schlosser
                                                      Vice President-Finance
                                                     (Principal Financial and
                                                        Accounting Officer)


                                      II-1

<PAGE>   27

     Date
     ----


March 25, 1999                                 By: /s/    BARTON BEEK
                                                  ------------------------------
                                                          Barton Beek
                                                            Director


March 25, 1999                                 By: /s/ BRYAN L. HERRMANN
                                                  ------------------------------
                                                       Bryan L. Herrmann
                                                            Director


March 25, 1999                                 By: /s/ ROBERT H. HOOD, JR.
                                                  ------------------------------
                                                       Robert H. Hood, Jr.
                                                            Director



March 25, 1999                                 By: /s/ RICHARD L. NELSON
                                                  ------------------------------
                                                       Richard L. Nelson
                                                            Director



March 25, 1999                                 By: /s/ DONALD C. TRAUSCHT
                                                  ------------------------------
                                                       Donald C. Trauscht
                                                            Director



March 25, 1999                                 By: /s/   JAMES D. WOODS
                                                  ------------------------------
                                                         James D. Woods
                                                            Director


                                      II-2

<PAGE>   28

                           WYNN'S INTERNATIONAL, INC.

                                INDEX TO EXHIBITS
                                  (Item 14(a))

<TABLE>
<CAPTION>

 Exhibit
  Number                               Description
 --------                              -----------
<S>       <C>
    3.1   Certificate of Incorporation, as amended, of Registrant (incorporated
          herein by reference to Exhibit 3.1 to Registrant's Report on Form 10-K
          for the fiscal year ended December 31, 1997)

    3.2   Certificate of Amendment to Certificate of Incorporation of
          Registrant, dated April 30, 1998

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

    3.4   By-Laws, as amended, of Registrant (incorporated herein by reference
          to Exhibit 3.3 to Registrant's Report on Form 10-K for the fiscal year
          ended December 31, 1996)

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

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

    4.3   Letter Agreement, dated March 24, 1997, between Registrant and
          ChaseMellon Shareholder Services, L.L.C. as successor Rights Agent,
          amending the Shareholder Rights Agreement (incorporated herein by
          reference to Exhibit 4.3 to Registrant's Report on Form 10-K for the
          fiscal year ended December 31, 1997)

    4.4   Second Amended Rights Agreement, dated as of October 22, 1998, by and
          between Registrant 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)
</TABLE>


                                      II-3


<PAGE>   29

<TABLE>
<CAPTION>

 Exhibit
  Number                            Description
  -------                           -----------
  <S>     <C>
   10.1   Employment Agreement, dated January 1, 1999, between Registrant and 
          James Carroll

   10.2   Employment Agreement, dated December 10, 1997, between Registrant and
          James Carroll (incorporated herein by reference to Exhibit 10.1 to
          Registrant's Report on Form 10-K for the fiscal year ended December
          31, 1997)

   10.3   Employment Agreement, dated January 1, 1999, between Registrant and 
          John W. Huber

   10.4   Employment Agreement, dated December 11, 1996, between Registrant and
          John W. Huber (incorporated herein by reference to Exhibit 10.2 to
          Registrant's Report on Form 10-K for the fiscal year ended December
          31, 1996)

   10.5   Employment Agreement, dated January 1, 1999, between Registrant and 
          Seymour A. Schlosser

   10.6   Employment Agreement, dated January 1, 1997, between Registrant and
          Seymour A. Schlosser (incorporated herein by reference to Exhibit 10.3
          to Registrant's Report on Form 10-K for the fiscal year ended December
          31, 1996)

   10.7   Employment Agreement, dated January 1, 1999, between Registrant and 
          Gregg M. Gibbons

   10.8   Employment Agreement, dated January 1, 1997, between Registrant and
          Gregg M. Gibbons (incorporated herein by reference to Exhibit 10.4 to
          Registrant's Report on Form 10-K for the fiscal year ended December
          31, 1996)

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

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


                                      II-4

<PAGE>   30

<TABLE>
<CAPTION>

 Exhibit
  Number                             Description
  ------                             ------------
<S>       <C>
  10.11   Wynn's International, Inc. Stock-Based Incentive Award Plan 
          (incorporated herein by reference to Exhibit 28.1 to Registrant's
          Registration Statement on Form S-8, Registration No. 33-30296)

  10.12   Amendment No. 1 to Wynn's International, Inc. Stock-Based Incentive 
          Award Plan (incorporated herein by reference to Exhibit 28.2 to 
          Registrant's Registration Statement on Form S-8, Registration
          No. 33-64090)

  10.13   Amendment 1996-1 to Wynn's International, Inc. Stock-Based Incentive
          Award Plan (incorporated herein by reference to Exhibit 10.8 to
          Registrant's Report on Form 10-K for the fiscal year ended December
          31, 1996)

  10.14   Amendment 1997-1 to Wynn's International, Inc. Stock-Based Incentive
          Award Plan (incorporated herein by reference to Exhibit 4.4 to
          Registrant's Registration Statement on Form S-8, Registration No.
          333-39045)

  10.15   Wynn's International, Inc. 1999 Corporate Management Incentive Plan

  10.16   Executive Deferred Compensation Agreement, dated February 18, 1997,
          between Registrant and James Carroll (incorporated herein by reference
          to Exhibit 10.10 to Registrant's Report on Form 10-K for the fiscal
          year ended December 31, 1996)

  10.17   First Amendment to Executive Deferred Compensation Agreement, dated
          December 1, 1997, between Registrant and James Carroll (incorporated
          herein by reference to Exhibit 10.13 to Registrant's Report on Form
          10-K for the fiscal year ended December 31, 1997)

  10.18   Second Amendment to Executive Deferred Compensation Agreement, dated
          February 26, 1998, between Registrant and James Carroll (incorporated
          herein by reference to Exhibit 10.14 to Registrant's Report on Form
          10-K for the fiscal year ended December 31, 1997)

  10.19   Third Amendment to Executive Deferred Compensation Agreement, dated
          January 6, 1999, between Registrant and James Carroll

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

                                      II-5


<PAGE>   31

<TABLE>
<CAPTION>

 Exhibit
  Number                           Description
 -------                           ------------
<S>       <C>
  10.21   Form of Indemnification Agreement between Registrant and an officer of
          Registrant (incorporated herein by reference to Exhibit 10.12 to
          Registrant's Report on Form 10-K for the fiscal year ended December
          31, 1996)

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

  10.23   1998 Supplemental Retirement Income Plan of Wynn's International, Inc. and
          Subsidiaries

  10.24   The CORPORATEplan for Retirement Select Plan Deferred Compensation Plan of
          Wynn's International, Inc.

  10.25   Amendment No. 1 to The CORPORATEplan for Retirement Select Plan Deferred
          Compensation Plan of Wynn's International, Inc.

  10.26   Amendment 1996-1 to Wynn's International, Inc. Non-Employee Directors'
          Stock Option Plan (incorporated herein by reference to Exhibit 10.14
          to Registrant's Report on Form 10-K for the fiscal year ended December
          31, 1996)

  10.27   Asset Purchase Agreement, dated as of May 23, 1996, by and between
          Moog Automotive, Inc. and Wynn's Climate Systems, Inc., Wynn's Climate
          Equipment Company and Wynn's (UK) Limited (incorporated herein by
          reference to Exhibit 2.1 to Registrant's Current Report on Form 8-K
          dated May 23, 1996)

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

     13   Portions of Registrant's Annual Report to Stockholders for the fiscal
          year ended December 31, 1998 that have been expressly incorporated by
          reference as a part of this Annual Report on Form 10-K

     21   Subsidiaries of Registrant

     23   Consent of Independent Auditors

     27   Financial Data Schedule for Fiscal Year ended December 31, 1998
</TABLE>


                                      II-6