---

Wynn's International, Inc. Completes Acquisition Of Goshen Rubber Companies, Inc.

20 December 1999

Wynn's International, Inc. Completes Acquisition Of Goshen Rubber Companies, Inc.

    ORANGE, Calif., Dec. 20 -- Wynn's International, Inc.
announced today that it had completed the acquisition of all of the
capital stock of Goshen Rubber Companies, Inc. headquartered in Goshen,
Indiana.  Goshen is a privately held manufacturer of O-rings, tetraseals(R),
gaskets and other rubber, plastic and urethane products with annual revenues
of approximately $172.6 million for its fiscal year ended June 30, 1999.  On
October 21, 1999, Wynn's announced that it had entered into a definitive
agreement to acquire Goshen.
    At the Closing, Wynn's provided total consideration of approximately
$88 million to purchase all of the outstanding stock of Goshen and to retire
Goshen's outstanding bank debt.  Wynn's utilized its working capital and new
borrowings of approximately $45 million to pay the purchase price and repay
the outstanding bank debt of Goshen.
    James Carroll, Chairman of the Board and Chief Executive Officer of
Wynn's, commented, "We are pleased to have successfully concluded the
acquisition of Goshen on schedule.  We have already begun our efforts to
achieve greater efficiencies and strengthen our overall competitive position.
We continue to expect that for calendar year 2000, the acquisition will boost
our consolidated revenues by more than 40% and be accretive to our earnings."

    Wynn's International, Inc., founded in 1939, is a worldwide supplier of
high quality O-rings and sealing products; specialty chemical products,
equipment, and related service programs; and builders hardware supplies.
Including Goshen, the Company has approximately 4,500 employees and is
headquartered at 500 North State College Boulevard, Suite 700, Orange,
California 92868, telephone: (714) 938-3700.

    Certain statements contained in this release are forward-looking and may
involve risk and uncertainties.  Such statements include, but are not limited
to, the impact of the acquisition on the Company's competitive position and
its future revenues and earnings.  These forward-looking statements are
subject to uncertainties generally associated with acquisitions including the
ability to realize greater efficiencies and productivity after completion of
the acquisition and the kinds of uncertainties that affect our business and
that of Goshen, particularly those of the kind mentioned in the
Forward-Looking Statements section of Management's Discussion and Analysis of
Financial Condition and Results of Operations in the Company's periodic
filings with the Securities and Exchange Commission.