<PAGE>   1

================================================================================

                       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, 1999; 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:

<TABLE>
<CAPTION>
          Title of Each Class              Name of Each Exchange on Which Registered
--------------------------------------     -----------------------------------------
<S>                                        <C>
Common Stock, par value $.01 per share              New York Stock Exchange
</TABLE>

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 $236,751,924 as of March 15, 2000. 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 15, 2000, Registrant had 18,650,810 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, 1999. Part III incorporates
information by reference from the Proxy Statement for the Annual Meeting of
Stockholders to be held on May 10, 2000.

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

================================================================================

<PAGE>   2

                                     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, vehicle service
contract 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 began selling vehicle service contract programs for new and
used automobiles and light trucks. In December 1999, the Company acquired all of
the outstanding capital stock of Goshen Rubber Companies, Inc., an Indiana-based
developer, manufacturer and marketer of O-rings, Tetraseals(R), gaskets and
other rubber, plastic and urethane products.

         The Company markets its O-rings and other molded polymer products under
the trade name "Wynn's-Precision" and under the trademark TETRASEALS(R). 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(R), 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, 1999 is incorporated by reference from Note 15 of "Notes to
Consolidated Financial Statements" on pages 40 and 41 of the Company's Annual
Report to Stockholders for the year ended December 31, 1999 (the "1999 Annual
Report").

<PAGE>   3

                      AUTOMOTIVE AND INDUSTRIAL COMPONENTS

         The Automotive and Industrial Components Division consists of
Wynn's-Precision, Inc. ("Precision"), Goshen Rubber Companies, Inc. ("Goshen")
and Robert Skeels & Company ("Skeels"). On December 17, 1999, the Company
acquired all of the outstanding capital stock of Goshen. The acquisition has
been accounted for as a purchase, and Goshen's assets and liabilities are
included in the Company's balance sheet as of December 31, 1999. In accordance
with the terms of the acquisition agreement, Goshen's results of operations will
be consolidated with the Company beginning January 1, 2000. 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 1999, sales from
continuing operations of the Automotive and Industrial Components Division were
$186,802,000, or 52% of the Company's total net sales, as compared with
$175,823,000 and 52% in 1998. The pretax profit from continuing operations of
the division in 1999 was $31,722,000, as compared with $29,234,000 in 1998. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Operating Segments and Related Information" on pages 19 through
24 and 40 through 41, respectively, of the 1999 Annual Report, which are hereby
incorporated by reference. See also "Other Factors Affecting the Business" on
pages 6 through 13 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.


                                       2
<PAGE>   4

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. Precision's Plastics
Division maintains a 76,375 square foot facility in Springfield, Kentucky
dedicated to injection molding, injection blow molding and extrusion blow
molding of various thermoplastic polymers. Over the past several years,
Precision has made significant investments in modern computerized production
equipment and facilities. In 1999, Precision continued to invest in new
production equipment to expand production capacity primarily in its Tennessee,
Virginia, and Kentucky facilities. In 1999, Precision also commenced building a
technologically advanced rubber mixing facility at its Lebanon, Tennessee
production center scheduled to be completed in the second quarter of 2000.

         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 1999 and are expected to
continue to be available in 2000.


                          GOSHEN RUBBER COMPANIES, INC.
            (O-RINGS, ENGINEERED SEALS AND OTHER MOLDED ELASTOMERIC
                       AND THERMOPLASTIC POLYMER PRODUCTS)

PRODUCTS

         Goshen develops, manufactures and markets a variety of rubber, plastic
and urethane products. Goshen's principal rubber products are O-rings and
Tetraseals(R), precision-molded products such as specialized seals, gaskets and
diaphragms, and elastomeric balls, boots and drive belts. These products are
used in a variety of hydraulic, pneumatic and fluid handling systems to seal
air, oil or water. Goshen's principal thermoplastic products are exterior trim
components for automobiles and disposable diagnostic medical and consumer
products. Goshen also manufactures urethane, PTFE and silicone products such as
energy absorbing automotive parts. Goshen's primary customers are OEMs,
component suppliers to OEMs, customers in the automotive aftermarket and
manufacturers of fluid handling equipment.

DISTRIBUTION

         Goshen sells its products through a variety of distribution channels,
including a direct sales force, independent sales representatives and
distributors, and telemarketers. Goshen supports its sales and marketing efforts
with inside sales personnel and engineers.

PRODUCTION

         Goshen operates 22 manufacturing facilities located in Indiana, Ohio,
Illinois, Nebraska, Florida, South Carolina, North Carolina, Wisconsin and
Ontario, Canada. Of the 22 manufacturing facilities,


                                       3
<PAGE>   5


13 are operated by the Rubber Division and nine are operated by the
Thermoplastics Division.

         The principal raw materials used by Goshen are elastomeric and
thermoplastic polymers. These raw materials generally have been available from
suppliers in sufficient quantities to meet Goshen's requirements. Adequate
supplies of raw materials were available in 1999 and are expected to continue to
be available in 2000.


                             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.


                               SPECIALTY CHEMICALS

         The Specialty Chemicals Division consists of Wynn Oil Company and its
subsidiaries ("Wynn Oil"). During 1999, net sales at Wynn Oil were $173,497,000,
or 48% of the Company's total net sales, as compared to $161,052,000 and 48% for
1998. The pretax profit of the division during 1999 was $17,449,000, compared
with $17,736,000 for 1998. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Operating Segments and
Related Information" on pages 19 through 24 and 40 through 41, respectively, of
the 1999 Annual Report, which are hereby incorporated by reference. See also
"Other Factors Affecting the Business" on pages 6 through 13 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 automotive chemical 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,


                                       4
<PAGE>   6

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 II+
automatic transmission flush equipment consists of portable machines used with
Wynn's chemicals to flush, refill and treat the transmission fluid in a vehicle.
The TRANSERVE II+ equipment 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. 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 pages 6 through 13 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. In 1999, Wynn's Extended Care
introduced additional service contract programs, including the Wynn's Plus
vehicle service contract program, which provides more limited coverage for used
vehicles. Wynn's Extended Care sells its vehicle service contracts primarily
through a network of independent distributors and sales representatives to new
and used car dealers who, in turn, sell 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 pages 12 and 13
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.


                                       5
<PAGE>   7

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 and 1999 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 primarily 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 pages 6 through 13 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.

         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
1999 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 and Goshen have a large number of competitors in the market
for static and dynamic sealing products, some of which competitors are
substantially larger than Precision and Goshen. The markets in which Precision
and Goshen compete are also sensitive to price changes. Requests for price
reductions are not uncommon. Precision and Goshen both attempt to work with
their customers to identify ways to lower costs and prices. Precision focuses on
high technology, high quality sealing


                                       6
<PAGE>   8

devices and has made significant investments in advanced equipment and other
means to raise productivity. In 1999, Precision invested approximately $14.1
million in new production equipment and facilities to expand its production
capacity primarily at its Tennessee, Virginia and Kentucky facilities.
Precision's major focus is to be the low cost producer of superior quality
products within its industry. Goshen emphasizes the superior quality of its
products and its customer service. Goshen's multi-plant capacity and ability to
manufacture a range of diverse products enable it to meet a wide array of
customer needs, especially when a customer is considering new products.
Precision and Goshen both believe that they must expand into additional areas of
sealing technology in order to continue to be effective competitors.

         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 II+ transmission fluid flush and fill equipment and chemicals compete
against other transmission flush equipment. The Wynn's Product Warranty program
and Wynn's Extended Care 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.

         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

         No customer represented more than 10% of total net sales of the Company
in 1999.

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 48 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 program in the United States or other countries in the
future. Over the past few years, sales of the Wynn's Product Warranty program
have been an important element of Wynn Oil's domestic business.

         Wynn's Extended Care markets the Wynn's Extended Care vehicle service
contract programs in 48 states in the U.S. Many states have laws and regulations
that govern the sale of vehicle service

                                       7
<PAGE>   9

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, 1999, the Company had recorded consolidated accrued reserves of
approximately $10.4 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.

         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 12 of "Notes to Consolidated Financial
Statements" on page 38 of the 1999 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 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. On May 15, 1997, 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


                                       8
<PAGE>   10


         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. 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. 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, EPA extended
         the deadline for submission of a good faith offer.

                  In September 1999, eleven Special Notice recipients, including
         Wynn Oil, submitted a good faith offer (the "GFO") to perform the
         remedy. EPA accepted the GFO as a basis for entering into negotiations
         toward an acceptable consent decree. Shortly thereafter, the GFO
         participants entered into internal negotiations whereby one of the GFO
         participants would assume responsibility for performance of the Interim
         Remedial Action, subject to certain limitations and reopeners, in
         exchange for a cash payment from the other ten GFO participants,
         including Wynn Oil. As of March 15, 2000, the GFO participants had not
         yet concluded an internal settlement. Wynn Oil's ultimate share of the
         total remedial costs for the BPOU cannot be estimated with certainty at
         this time. In establishing appropriate reserves for this matter, the
         Company has assumed that Wynn Oil and nine other GFO participants will
         be able to reach a negotiated settlement with the GFO participant that
         will perform the Interim Remedial Action.

                  (b) In late 1999, the California Regional Water Quality
         Control Board - Los Angeles Region (the "RWQCB") issued cleanup and
         abatement orders (a "CAO") to certain facilities in the BPOU, including
         Wynn Oil, requiring the CAO recipients to (i) perform additional
         investigation and sampling work at their sites, (ii) enter into cost
         recovery agreements with the RWQCB to reimburse the RWQCB for oversight
         costs and (iii) develop plans to mitigate impaired groundwater
         resources or compensate water purveyors for past and current costs of
         replacing impaired water supplies. Wynn Oil believes that elements of
         the CAO exceed the legal authority of the RWQCB and, along with other
         CAO recipients, has appealed those portions of the CAO to the State
         Water Resources Control Board. The Regional Board has scheduled a
         hearing to consider the matters raised in the appeals. Wynn Oil is
         complying with the vadose zone investigation and groundwater monitoring
         aspects of the CAO.

                  (c) In February 1995, the owner (the "Property Owner") of
         certain real property (the "Richter 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


                                       9
<PAGE>   11


         alleged that the defendants stored solid and hazardous wastes at the
         Richter Site and that the storage devices for the wastes leaked,
         causing contamination of the soils and groundwater. The complaint
         sought 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, all parties to
         the litigation agreed to fund portions of additional investigations of
         the Richter Site with each party paying roughly one-third of the cost.
         During the pendency of these investigations, the litigation, including
         all discovery, was stayed. In 1999, the parties entered into an interim
         settlement pursuant to which (i) the litigation was dismissed without
         prejudice, (ii) the parties agreed to fund equally certain additional
         investigation activities at the Richter Site and (iii) the parties
         agreed to certain non-binding alternative dispute resolution
         mechanisms. At this time, the Company does not have sufficient
         information to estimate the cost of cleanup at the Richter Site or its
         ultimate liability for the Richter 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. Between
         1991 and 1997, consultants for Wynn's Climate Systems performed various
         investigations of the former facility and submitted certain reports to
         the TNRCC, including a proposed remedial action plan for the site. In
         1998, the TNRCC approved the proposed remedial action plan and the
         remedial work was completed in the first quarter of 1999. Wynn's
         Climate Systems submitted a final site closure report to the TNRCC in
         the second quarter of 1999 and is awaiting the TNRCC's approval of the
         closure report.

                  (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 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 have occurred in the last three years. 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 12 of "Notes to
Consolidated Financial Statements" on page 38 of the 1999 Annual Report (which
is incorporated by reference herein) contain various "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
which represent the


                                       10
<PAGE>   12


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 Wynn Oil and other GFO participants will be able
to reach a settlement with the GFO participant that will implement the Interim
Remedial Action and the nature of reopeners in such a settlement, (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) the amount of 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 1999, the United States dollar generally increased in value compared
to 1998 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 1998. Accumulated
Other Comprehensive Income on the Consolidated Balance Sheet includes equity
adjustments from foreign currency translation. In 1999, the equity adjustments
from foreign currency translation decreased by $1,873,000, which caused a
corresponding decrease in total Stockholders' Equity. See "Foreign Operations"
on pages 12 and 13 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 21 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 that 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.

         Goshen operates three research and development laboratories at two
facilities in Indiana and one facility in North Carolina. Two of the
laboratories concentrate on long-term material development projects, including
new and experimental materials developed by Goshen's major raw material
suppliers. Goshen's laboratories continue to develop products and refine
technology in order to meet the specific 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
1999, 1998 and 1997:

<TABLE>
<CAPTION>
                                                  1999             1998              1997
                                               -----------      -----------      -----------
<S>                                            <C>              <C>              <C>
Total Sales Outside the United States:         $128,745,000     $126,366,000     $120,201,000
  Percent of Net Sales                             35.7%            37.5%            37.5%
    Sales by Foreign Subsidiaries              $97,643,000      $98,191,000      $96,184,000
      Percent of Net Sales                         27.1%            29.1%            30.0%
    Export Sales by Domestic Subsidiaries      $31,102,000      $28,175,000      $24,017,000
      Percent of Net Sales                          8.6%             8.4%             7.5%
</TABLE>

         Consolidated operating results are reported in United States dollars.
Because the Company's foreign subsidiaries conduct operations in the currencies
of the countries in which they are based, all financial statements of the
foreign subsidiaries must be translated into United States dollars. As the value
of the United States dollar increases or decreases relative to these foreign
currencies, the United States dollar value of items on the financial statements
of the foreign subsidiaries is reduced or increased, respectively. Consequently,
changes in dollar sales of the foreign subsidiaries from year to year are not
necessarily indicative of changes in actual sales recorded in local currency.
See Note 15 of "Notes to Consolidated Financial Statements" on pages 40 and 41
of the 1999 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.


                                       12
<PAGE>   14

Consequently, the ability of the Company to control the impact of foreign
currency fluctuations is limited.

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

EMPLOYEES

         At December 31, 1999, the Company had 4,411 employees.

         A majority of the production and maintenance employees at the Lebanon,
Tennessee plant of Precision are represented by a local lodge of the
International Association of Machinists and Aerospace Workers. The collective
bargaining agreement for this facility will expire in April 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 this facility
will expire in January 2003.

         A majority of the production and maintenance employees at the
Lynchburg, Virginia plant of Dynamic Seals, Inc. are represented by a local of
the International Chemical Workers Union. The collective bargaining agreement
for this facility will expire in February 2002.

         A majority of the production and maintenance employees at Precision's
Springfield, Kentucky plant are represented by a local unit of the International
United Paperworkers Union. The collective bargaining agreement for this facility
will expire in March 2001.

         A majority of the production and maintenance employees at Goshen's
South Tenth Street plants in Goshen, Indiana are represented by a local unit of
the International Steelworkers Union. The collective bargaining agreement for
the facility will expire in June 2002.

         A majority of the production and maintenance employees at the Waukesha,
Wisconsin plant of Waukesha Rubber Company, Inc. are represented by a local unit
of the International Association of Machinists and Aerospace Workers. The
collective bargaining agreement for the facility will expire in December 2000.

         A majority of the production and maintenance employees at the Ladd,
Illinois plant of Waukesha Rubber Company, Inc. are represented by a local unit
of the United Steel Workers of America. The collective bargaining agreement for
the facility will expire in January 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 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. 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 15,
2000:

<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            31,500                --         Manufacturing

     Lebanon, Tennessee                       Fee            78,000                --         Manufacturing

     Lebanon, Tennessee                       Fee            35,000                --         Manufacturing

     Lebanon, Tennessee                       Fee             2,650                --         Manufacturing

     Livingston, Tennessee                    Fee            40,200                --         Manufacturing,
                                                                                              Warehouse

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

     Springfield, Kentucky                    Fee            76,375                --         Manufacturing,
                                                                                              Warehouse,
                                                                                              Administrative

     Rancho Cucamonga, California            Lease            2,880               2004        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>
     Grand Rapids, Michigan               Lease             2,000              2000           Warehouse

     Maple Grove, Minnesota               Lease             3,600              2004           Warehouse

     West Seneca, New York                Lease             2,934              2000           Warehouse

     Charlotte, North Carolina            Lease             3,675              2002           Warehouse

     Dayton, Ohio                         Lease             6,193              2004           Warehouse

     Arlington, Texas                     Lease             2,400              2002           Warehouse

     Milwaukee, Wisconsin                 Lease             2,700              2002           Warehouse


     Foreign
     -------

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

     Concord, Ontario, Canada             Lease             3,455              2000           Warehouse

     Edmonton, Alberta, Canada            Lease             2,700              2000           Warehouse

     Calgary, Alberta, Canada             Lease             3,200              2001           Warehouse

     Boucherville, Quebec, Canada         Lease             3,403              2000           Warehouse

     Aldershot, Hampshire, U.K.           Lease             2,300              2000           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>
GOSHEN RUBBER COMPANIES, INC.

     Domestic
     --------

     Goshen, Indiana                  Lease             31,780              2008           Administrative

     Goshen, Indiana                  Lease              6,400              2021           Hangar

     Goshen, Indiana                   Fee             165,372               --            Manufacturing,
                                                                                           Administrative

     Goshen, Indiana                  Lease            144,169              2008           Manufacturing

     Goshen, Indiana                  Lease              5,000         Month-to-Month      Administrative

     Goshen, Indiana                  Lease             15,000              2008           Manufacturing,
                                                                                           Warehouse

     Goshen, Indiana                  Lease             21,864              2008           Manufacturing

     Goshen, Indiana                  Lease             40,000              2008           Manufacturing,
                                                                                           Administrative

     Syracuse, Indiana                 Fee             114,709               --            Manufacturing,
                                                                                           Administrative

     Laketon, Indiana                  Fee              14,463               --            Manufacturing

     Columbia City, Indiana            Fee              11,862               --            Manufacturing

     Englewood, Ohio                  Lease             15,000              2008           Manufacturing

     Englewood, Ohio                  Lease             27,000              2000           Manufacturing,
                                                                                           Administrative

     Englewood, Ohio                  Lease             15,000              2008           Manufacturing

     Englewood, Ohio                  Lease              6,000              2004           Administrative

     Dayton, Ohio                     Lease             52,550              2007           Manufacturing

     Lewiston, Ohio                   Lease             57,600              2000           Manufacturing,
                                                                                           Administrative

     Ladd, Illinois                    Fee              40,780               --            Manufacturing

     Gothenburg, Nebraska              Fee              55,000               --            Manufacturing
</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>
     Largo, Florida                       Lease               5,331          Month-to-Month      Manufacturing

     Wilson, North Carolina                Fee               74,000                --            Manufacturing

     Snow Hill, North Carolina             Fee               40,278                --            Manufacturing

     Bishopville, South Carolina          Lease              27,500               2010           Manufacturing,
                                                                                                 Administrative

     Waukesha, Wisconsin                   Fee               50,000                --            Manufacturing,
                                                                                                 Administrative

     Waukesha, Wisconsin                  Lease               3,000          Month-to-Month      Warehouse


     Foreign
     -------

     Brampton, Ontario, Canada            Lease              15,592          Month-to-Month      Manufacturing,
                                                                                                 Administrative

     Mt. Forest, Ontario, Canada           Fee               19,956                --            Manufacturing


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               2004           Warehouse,
       New South Wales, Australia                                                                Administrative
</TABLE>


                                       18
<PAGE>   20

<TABLE>
<CAPTION>
                                                                   Square             If Lease,
                                          Held in Fee              Footage             Year of
     Location                             or by Lease           (Approximate)        Termination          Present Use
     --------                             -----------           -------------        -----------          -----------
<S>                                       <C>                   <C>                    <C>                <C>
     Carrington, New South Wales,            Lease                  13,175               2004           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               2000           Administrative

     Paris, France                           Lease                   9,513               2001           Administrative

     Pessac, France                          Lease                   7,424               2002           Administrative

     Lyon, France                            Lease                     465               2000           Administrative

     Abbeville, France                       Lease                     660               2000           Administrative

     Thiers, France                          Lease                     465               2000           Administrative

     Toulouse, France                        Lease                     485               2000           Administrative

     Zoeterwoude, Netherlands                Lease                   4,917               2003           Administrative

     Ratingen, Germany                       Lease                   1,808               2000           Administrative

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

     Mexico City, Mexico                     Lease                   2,500               2000           Warehouse,
                                                                                                        Administrative

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

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

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

     Parnell, New Zealand                    Lease                   7,725               2002           Administrative,
                                                                                                        Warehouse
</TABLE>


                                       19
<PAGE>   21

         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 2000 and 2001, 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 8 through 11 above, and
Note 12 of "Notes to Consolidated Financial Statements" on page 38 of the 1999
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, et al. (Superior Court of
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 Systems, 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
either primary or exclusive 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 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 but
not as to the non-regulated defendants such as Wynn Oil. The plaintiffs and the
non-regulated defendants appealed that decision. The Court of Appeals ruled in
1999 that the cases should be dismissed as to the regulated water utilities
only, but could proceed against the non-regulated water company defendants and
the industrial company defendants. The plaintiffs and the


                                       20
<PAGE>   22

defendants, other than the regulated water companies, appealed the Court of
Appeals decision to the California Supreme Court, which agreed to hear the
appeal. Initial briefs were filed in early 2000, but no schedule has been
established for oral argument. All of the cases are now stayed pending the
hearing before and the ruling of the California Supreme Court.

         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. Four
industrial companies, including Wynn Oil, intervened and participated in the
PUC's proceedings. The PUC's investigation is not yet completed. The PUC
Commissioner has issued a preliminary decision and has invited all intervening
parties to comment on that decision.

         The Company has reported these cases to its insurers and intends to
defend the litigation identified in the first paragraph above vigorously.

Proposition 65 Claims

         In 1999, the Company received two 60-day notices under California's
Proposition 65 (California Health & Safety Code ss. 25249.5 et seq.) related to
the above-described toxic tort litigation. Both 60-day notices allege that Wynn
Oil violated the provisions of Proposition 65 in connection with the alleged
discharge of listed chemicals to the groundwater. These notices were sent by one
of the law firms involved in certain of the toxic tort cases described above. No
Proposition 65 lawsuit has yet been filed against Wynn Oil. If a lawsuit is
filed, the Company intends to defend the claims vigorously.

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 $2,400,000. 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 $1,250,000, which
reduced the balance of the uncollected judgment to approximately $1,150,000.
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.


                                       21
<PAGE>   23

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 1999.

                                     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: 1999-1998" on page 45 of the 1999 Annual Report and "Number of
Stockholders" and "Stock Exchange Listing" on page 45 of the 1999 Annual Report
is hereby incorporated by reference.

         On February 16, 2000, the Board of Directors of Registrant declared a
cash dividend of $0.07 per share payable March 31, 2000 to stockholders of
record on March 15, 2000.

         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.

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

ITEM 6.  SELECTED FINANCIAL DATA

         Incorporated by reference from page 18 of the 1999 Annual Report.

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

         Incorporated by reference from pages 19 through 24 of the 1999 Annual
Report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Incorporated by reference from page 22 of the 1999 Annual Report.

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Consolidated financial statements of Registrant at December 31, 1999
and 1998 and for each of the three years in the period ended December 31, 1999
(including unaudited supplementary data) and the report of independent auditors
thereon are incorporated by reference from pages 25 through 43 of the 1999
Annual Report.


                                       22
<PAGE>   24

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 4 and 5,
and the information appearing under "Stock Ownership of Directors and Executive
Officers" on page 8 of Registrant's definitive proxy statement for the Annual
Meeting of Stockholders to be held on May 10, 2000 ("Registrant's 2000 Proxy
Statement") is hereby incorporated by reference. Information regarding
Registrant's executive officers is provided on page 14 of this report.

ITEM 11. EXECUTIVE COMPENSATION

         The information appearing under "Board of Directors and Committees of
the Board--Compensation of Directors" on page 6 and "Executive Compensation" on
pages 9 through 12 of Registrant's 2000 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 7 and 8 of Registrant's 2000 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 6 of
Registrant's 2000 Proxy Statement is hereby incorporated by reference.


                                       23
<PAGE>   25

                                     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)      On December 30, 1999, Registrant filed a Report on Form 8-K
                  disclosing its acquisition of the outstanding capital stock of
                  Goshen on December 17, 1999. As of the date Registrant filed
                  the Form 8-K, it was impracticable for Registrant to provide
                  the financial statements and the financial information
                  required by Items 7(a) and 7(b) of Form 8-K. Accordingly, on
                  February 25, 2000, Registrant filed a Form 8-K/A with the
                  following financial statements: (1) audited consolidated
                  financial statements of Goshen for the years ended June 30,
                  1999 and 1998; (2) unaudited consolidated balance sheet of
                  Goshen at September 30, 1999; (3) unaudited consolidated
                  statements of income of Goshen for the three months ended
                  September 30, 1999 and 1998; (4) unaudited consolidated
                  statements of cash flows of Goshen for the three months ended
                  September 30, 1999 and 1998; (5) audited financial statements
                  of Waukesha Rubber Company, Inc. ("Waukesha") for the years
                  ended October 31, 1998 and 1997; (6) unaudited balance sheet
                  of Waukesha at July 31, 1999; (7) unaudited statements of
                  income of Waukesha for the nine months ended July 31, 1999 and
                  1998; and (8) unaudited statements of cash flows of Waukesha
                  for the nine months ended July 31, 1999 and 1998.


                                       24
<PAGE>   26

                           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
                                                                                    -------------------------
                                                                                                  1999 Annual
                                                                                    Form 10-K        Report
                                                                                    ---------     -----------
<S>                                                                                 <C>           <C>
Consolidated Statements of Income for each of the
     three years in the period ended December 31, 1999.........................                         25

Consolidated Balance Sheets at December 31, 1999 and 1998......................                         26

Consolidated Statements of Stockholders' Equity for each
     of the three years in the period ended December 31, 1999..................                         27

Consolidated Statements of Cash Flows for each of
     the three years in the period ended December 31, 1999.....................                         28

Notes to Consolidated Financial Statements.....................................                       29-42

Consolidated schedule for each of the three years in the period ended
     December 31, 1999:

         II    -  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 1999 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 1999 Annual Report is not deemed to
be filed as part of this report.


                                       F-1
<PAGE>   27

                           WYNN'S INTERNATIONAL, INC.

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                       THREE YEARS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
     Allowance for
   doubtful accounts
     deducted from      Balance at        Additions
        accounts         beginning       charged to       Deductions          Other         Balance at
       receivable         of year          income             (1)              (2)          end of year
   -----------------    ----------       ----------       ----------          -----         -----------
<S>                     <C>              <C>              <C>                <C>            <C>
          1999           $904,000         $559,000        $(299,000)         $112,000       $1,276,000
                         ========         ========        =========          ========       ==========

          1998           $959,000         $281,000        $(336,000)         $     --       $  904,000
                         ========         ========        =========          ========       ==========

          1997           $870,000         $307,000        $(218,000)         $     --       $  959,000
                         ========         ========        =========          ========       ==========
</TABLE>


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

(1)  Represents accounts written off against the reserve and translation
     adjustments.

(2)  Acquisition of business.


                                      F-2
<PAGE>   28

                                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 27, 2000.


                                 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 27, 2000                   By:         /s/ JAMES CARROLL
                                     ----------------------------------------
                                                 James Carroll
                                             Chairman of the Board
                                            Chief Executive Officer
                                                   Director



March 27, 2000                   By:       /s/ SEYMOUR A. SCHLOSSER
                                     ----------------------------------------
                                               Seymour A. Schlosser
                                               Vice President-Finance
                                    (Principal Financial and Accounting Officer)

                                      II-1

<PAGE>   29

     Date
     ----


March 27, 2000               By:           /s/  BARTON BEEK
                                 --------------------------------------------
                                                Barton Beek
                                                 Director



March 27, 2000               By:         /s/ BRYAN L. HERRMANN
                                 --------------------------------------------
                                             Bryan L. Herrmann
                                                  Director



March 27, 2000               By:        /s/ ROBERT H. HOOD, JR.
                                 --------------------------------------------
                                            Robert H. Hood, Jr.
                                                 Director



March 27, 2000               By:        /s/ RICHARD L. NELSON
                                 --------------------------------------------
                                            Richard L. Nelson
                                                 Director



March 27, 2000               By:        /s/ DONALD C. TRAUSCHT
                                 --------------------------------------------
                                            Donald C. Trauscht
                                                 Director



March 27, 2000               By:          /s/ JAMES D. WOODS
                                 --------------------------------------------
                                              James D. Woods
                                                 Director


                                      II-2
<PAGE>   30

                           WYNN'S INTERNATIONAL, INC.

                                INDEX TO EXHIBITS
                                  (Item 14(a))



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

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

  3.2     Certificate of Amendment to Certificate of Incorporation of
          Registrant, dated April 30, 1998 (incorporated herein by reference to
          Exhibit 3.2 to Registrant's Report on Form 10-K for the fiscal year
          ended December 31, 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)


                                      II-3
<PAGE>   31

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

 10.1     Employment Agreement, dated January 1, 1999, 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, 1998)

 10.2     Employment Agreement, dated January 1, 1999, between Registrant and
          John W. Huber (incorporated herein by reference to Exhibit 10.3 to
          Registrant's Report on Form 10-K for the fiscal year ended December
          31, 1998)

 10.3     Employment Agreement, dated January 1, 1999, between Registrant and
          Seymour A. Schlosser (incorporated herein by reference to Exhibit 10.5
          to Registrant's Report on Form 10-K for the fiscal year ended December
          31, 1998)

 10.4     Employment Agreement, dated January 1, 1999, between Registrant and
          Gregg M. Gibbons (incorporated herein by reference to Exhibit 10.7 to
          Registrant's Report on Form 10-K for the fiscal year ended December
          31, 1998)

 10.5     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)

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

 10.7     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)

 10.8     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)

 10.9     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)


                                      II-4
<PAGE>   32

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

 10.10    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)

 10.11    Wynn's International, Inc. 2000 Corporate Management Incentive Plan

 10.12    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)

 10.13    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)

 10.14    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)

 10.15    Third Amendment to Executive Deferred Compensation Agreement, dated
          January 6, 1999, between Registrant and James Carroll (incorporated
          herein by reference to Exhibit 10.19 to Registrant's Report on Form
          10-K for the fiscal year ended December 31, 1998)

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

 10.17    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)

 10.18    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)


                                      II-5
<PAGE>   33

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

 10.19    1998 Supplemental Retirement Income Plan of Wynn's International, Inc.
          and Subsidiaries (incorporated herein by reference to Exhibit 10.23 to
          Registrant's Report on Form 10-K for the fiscal year ended December
          31, 1998)

 10.20    The CORPORATEplan for Retirement Select Plan Deferred Compensation
          Plan of Wynn's International, Inc. (incorporated herein by reference
          to Exhibit 10.24 to Registrant's Report on Form 10-K for the fiscal
          year ended December 31, 1998)

 10.21    Amendment No. 1 to The CORPORATEplan for Retirement Select Plan
          Deferred Compensation Plan of Wynn's International, Inc. (incorporated
          herein by reference to Exhibit 10.25 to Registrant's Report on Form
          10-K for the fiscal year ended December 31, 1998)

 10.22    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)

 10.23    Wynn's International, Inc. 1999 Stock Awards Plan (incorporated herein
          by reference to Exhibit A to Registrant's Proxy Statement to
          stockholders regarding the Annual Meeting of Stockholders held on
          April 28, 1999)

 10.24    Amendment No. 1 to Wynn's International, Inc. 1999 Stock Awards Plan

 10.25    Stock Purchase Agreement, dated October 20, 1999, among Wynn's
          International, Inc., Goshen Rubber Companies, Inc. and the
          shareholders of Goshen, and Amendment No. 1 to Stock Purchase
          Agreement, dated as of December 17, 1999 (incorporated herein by
          reference to Exhibit 2.1 to Registrant's Current Report on Form 8-K
          dated December 30, 1999)

 13       Portions of Registrant's Annual Report to Stockholders for the fiscal
          year ended December 31, 1999 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, 1999


                                      II-6